tm2223223-16_424b3 - none

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-268795

PROXY STATEMENT OF HPX CORP.

1000 N. West Street, Suite 1200
Wilmington, DE 19801

PROSPECTUS FOR UP TO 17,559,044 CLASS A ORDINARY SHARES AND 13,462,500 WARRANTS
OF
AMBIPAR EMERGENCY RESPONSE

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF HPX CORP.

TO BE HELD ON FEBRUARY 28, 2023

To the Shareholders of HPX Corp.:

The Proposals. NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of HPX Corp., a Cayman Island exempted company (“HPX”), to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at Avenida Brigadeiro Faria Lima, 3311, 7th Floor, 04538-133, São Paulo, São Paulo, Brazil, and online via live webcast, at 9:00 a.m., Eastern Time, on February 28, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of HPX directors, officers, employees and shareholders, HPX shareholders are encouraged to attend the extraordinary general meeting virtually via live webcast. To attend and participate in the extraordinary general meeting virtually, you must register at https://www.cstproxy.com/hpxcorp/2023, which is referred to in the accompanying proxy statement/prospectus as the HPX meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting. You are cordially invited to attend the extraordinary general meeting for the following purposes:

(1)

Proposal No. 1 — The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt by ordinary resolution the transactions contemplated by the Business Combination Agreement, dated as of July 5, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement,” and, the transactions contemplated thereby, collectively, the “Business Combination”), by and among HPX, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil (“Emergencia”), and Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (“Ambipar”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, (i) HPX shall be merged with and into New PubCo, with New PubCo as the surviving entity and (ii) Merger Sub shall subsequently be merged with and into New PubCo, with New PubCo as the surviving entity (the “Business Combination Proposal”);

(2)

Proposal No. 2A — The Merger Proposals (First Plan of Merger): to consider and vote, by way of a special resolution, upon a proposal to (i) authorize HPX to merge with and into New PubCo, with New PubCo as the surviving entity, and that all the undertaking, property and liabilities of HPX vest in New PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands (the “First Plan of Merger”); (ii) authorize, approve and confirm, in all respects, the First Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and authorize HPX entering into the First Plan of Merger; and (iii) upon the Effective Date (as defined in the First Plan of Merger), (a) approve that the memorandum and articles of association of New PubCo in effect as of the date of the accompanying proxy statement/prospectus be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the First Plan of Merger, (b) approve that the authorized share capital of New PubCo be amended and re-designated as set forth in the First Plan of Merger, (c) approve that the First Plan of Merger be executed by any director on behalf of HPX, and authorize to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (d) confirm, ratify and approve in all respects all actions taken and documents or agreements executed, signed or delivered by any director or officer of HPX in connection with or ancillary to all such contemplated transactions (collectively, the “First Plan of Merger Proposal”);

(3)

Proposal No. 2B — The Merger Proposals (Second Plan of Merger): to consider and vote, by way of a special resolution, upon a proposal to (i) authorize the merger of Merger Sub with and into New PubCo, with New PubCo as the surviving entity, and that all the undertaking, property and liabilities of Merger Sub vest in New PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands (the “Second Plan of Merger” and,

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together with the First Plan of Merger, the “Plans of Merger”); (ii) authorize, approve and confirm, in all respects, the Second Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and authorize New PubCo entering into the Second Plan of Merger; and (iii) upon the Effective Date (as defined in the Second Plan of Merger), (a) approve the authorized share capital of New PubCo as set forth in the Second Plan of Merger, (b) approve that the Second Plan of Merger be executed by any director on behalf of New PubCo, and authorize to submit the Second Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (c) confirm, ratify and approve in all respects all actions taken and documents or agreements executed, signed or delivered by any director or officer of New PubCo in connection with or ancillary to all such contemplated transactions (collectively, the “Second Plan of Merger Proposal” and, together with the First Plan of Merger Proposal, the “Merger Proposals”);

(4)

Proposal No. 3A — The Governing Documents Proposals (Change in Authorized Share Capital): to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the existing amended and restated memorandum and articles of association of HPX (collectively, the “Existing Governing Documents”) and the amended and restated memorandum and articles of association of New PubCo to be adopted pursuant to the First Plan of Merger (collectively, the “Proposed Governing Documents”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, in particular that the authorized share capital of HPX be changed and amended from (i) 500,000,000 Class A ordinary shares, $0.0001 par value each, 50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preference shares, $0.0001 par value each, to (ii) (a) 250,000,000 New PubCo Class A ordinary shares, par value $0.0001 per Class A ordinary share, (b) 150,000,000 New PubCo Class B ordinary shares, par value $0.0001 per Class B ordinary share, and (c) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Documents (the “Change in Authorized Share Capital Proposal”);

(5)

Proposal No. 3B — The Governing Documents Proposals (Method to Appoint and Elect Directors): to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo (the “Method to Appoint and Elect Directors Proposal”);

(6)

Proposal No. 3C — The Governing Documents Proposals (Other Changes in Connection with the Adoption of the Proposed Governing Documents): to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, in particular with respect to the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal (the “Other Changes to the Governing Documents Proposal” and, together with the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal, the “Governing Documents Proposals”); and

(7)

Proposal No. 4 — The Adjournment Proposal: to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the trust account (after deducting any amounts to be paid to HPX shareholders that exercise their redemption rights in connection with the Business Combination), together with the net proceeds received by New PubCo in cash or in kind from the issuance and sale of an aggregate of 16,200,000 New PubCo Ordinary Shares pursuant to the subscription agreements with Ambipar and certain investors, equal no less than $168,000,000 (without considering any payment of Business Combination related transaction expenses) would not be satisfied (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal (collectively, the “Transaction Proposals”) is more fully described in the accompanying proxy statement/prospectus, which we urge each HPX shareholder to review carefully.

Only holders of record of HPX’s Class A ordinary shares, par value $0.0001 per share (“HPX Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (“HPX Class B Ordinary Shares”) at the close of business on December 30, 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

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The accompanying proxy statement/prospectus and accompanying proxy card is being provided to HPX shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all HPX shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 105 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of HPX has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers (as defined below), and unanimously recommends that shareholders vote “FOR” each of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of HPX, you should keep in mind that HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Redemption Rights. Pursuant to HPX’s Existing Governing Documents, holders of HPX Class A Ordinary Shares may request that HPX redeem all or a portion of HPX Class A Ordinary Shares (such shares, the “public shares” and such holders the “public shareholders”) for cash if the Business Combination is consummated. As a public shareholder, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and HPX Public Warrants prior to exercising your redemption rights with respect to the public shares;

(ii)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), HPX’s transfer agent, in which you (a) request that HPX redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)

deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company.

Redemption Deadline. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on February 24, 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

No Redemption Recommendation. The board of directors of HPX makes no recommendation of any kind regarding the exercise of these redemption rights. While the board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers (as defined below), and unanimously recommends that shareholders vote “FOR” all of the Transaction Proposals, holders of HPX Class A Ordinary Shares must decide on their own whether it is in their best interest to redeem or not redeem their shares in connection with the Business Combination.

Redemption Procedures. Holders of units must elect to separate the units into the underlying public shares and HPX Public Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and HPX Public Warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares.

Redemption Rights Independent of Vote. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of any of the Transaction Proposals.

Return of Shares if Business Combination Fails to Close. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.

Calculation of Cash Amount. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, HPX will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of HPX’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 2, 2022, this would have amounted to approximately $10.06 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its

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public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

15% Limit. Notwithstanding the foregoing redemption rights, HPX’s Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

Warrants. There will be no redemption rights with respect to HPX Warrants.

Sponsor Letter Agreement. In addition, on July 15, 2020, HPX Capital Partners LLC (the “Sponsor”) entered into a letter agreement (the “Sponsor IPO Letter Agreement”) with HPX pursuant to which Sponsor has agreed, in partial consideration of receiving its HPX Class B Ordinary Shares issued to Sponsor (“Founder Shares”) and for the covenants and commitments of HPX therein, to waive its redemption rights with respect to its Founder Shares and any public shares Sponsor may have acquired after HPX’s initial public offering in connection with the completion of the Business Combination. In connection with the Business Combination Agreement, on July 5, 2022, the Sponsor entered into a sponsor letter agreement (the “Sponsor Letter Agreement”) with certain other parties pursuant to which, among other things, the parties thereto amended and restated in its entirety the Sponsor IPO Letter Agreement, and the Sponsor and the other parties thereto agreed not to redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX must complete its initial business combination.

Closing Conditions. The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including, among other things, the approval of the Transaction Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will HPX redeem public shares in an amount that would cause HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, including the Mergers and the PIPE Financing.

Voting Procedures.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, HPX’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing HPX.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of HPX Corp.,

/s/ Bernardo Hees
/s/ Rodrigo Xavier

Bernardo Hees and Rodrigo Xavier
Co-Chairmen of the Board of Directors

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HPX CORP.
1000 N. West Street, Suite 1200
Wilmington, DE 19801

Dear HPX Corp. Shareholders:

Extraordinary General Meeting. You are cordially invited to attend the extraordinary general meeting of shareholders of HPX Corp. (the “extraordinary general meeting”), which we refer to as “we,” “us,” “our” or “HPX,” to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at Avenida Brigadeiro Faria Lima, 3311, 7th Floor, 04538-133, São Paulo, São Paulo, Brazil, and online via live webcast, at 9:00 a.m., Eastern Time, on February 28, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of HPX directors, officers, employees and shareholders, HPX shareholders are encouraged to attend the extraordinary general meeting virtually via live webcast. To attend and participate in the extraordinary general meeting virtually, you must register at https://www.cstproxy.com/hpxcorp/2023, which is referred to in the accompanying proxy statement/prospectus as the HPX meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting.

Business Combination Proposal. At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a business combination (the “Business Combination”) by the approval and adoption of that certain Business Combination Agreement, dated as of July 5, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) that HPX has entered into with Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil (“Emergencia”), and Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (“Ambipar”), including the transactions contemplated thereby. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Business Combination Transactions. As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(i)

At least one business day before the Closing (as defined below), Ambipar will contribute all of the issued and outstanding equity of Emergencia into Merger Sub in exchange for the newly issued ordinary shares of Merger Sub (“Merger Sub Ordinary Shares”) (the “Pre-Closing Exchange”), which shall be consummated prior to the First Effective Time (as defined below).

(ii)

On the day of the closing of the Business Combination (the “Closing” and the “Closing Date”), and in any case prior to the Second Merger (as defined below), HPX shall be merged with and into New PubCo (the “First Merger” and the effective time of the First Merger, the “First Effective Time”), with New PubCo as the surviving entity. On the Closing Date, immediately following the First Merger, Merger Sub shall be merged with and into New PubCo (the “Second Merger” and, together with the First Merger, the “Mergers”), with New PubCo as the surviving entity.

(iii)

At the First Effective Time and after giving effect to the Sponsor Recapitalization (as defined below), (i) each issued and outstanding HPX Class A Ordinary Share will be canceled and converted into the right to receive one Class A ordinary share, par value $0.0001 per share, of New PubCo (“New PubCo Class A Ordinary Shares”); provided that the number of New PubCo Class A Ordinary Shares issuable to HPX Capital Partners LLC (the “Sponsor”) will be adjusted downwards in an amount corresponding, at one share for every $10.00, to the transaction expenses incurred by HPX in excess of $8,500,000, if any, not reimbursed by the Sponsor pursuant to the terms of the Business Combination Agreement; (ii) each issued and outstanding whole warrant to purchase HPX Class A Ordinary Shares (an “HPX Warrant”) will be converted into one warrant to purchase

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one New PubCo Class A Ordinary Share (a “New PubCo Warrant”) at an exercise price of $11.50 per share, subject to the same terms and conditions existing prior to such conversion; and (iii) each restricted stock unit in respect of HPX Class A Ordinary Shares (“HPX Restricted Stock Unit”) that is outstanding and unvested as of immediately prior to the First Effective Time shall, as of the First Effective Time, be converted into a restricted stock unit that is settled in New PubCo Class A Ordinary Shares, subject to the same terms and conditions as were applicable to such HPX Restricted Stock Unit as of immediately prior to the First Effective Time. At the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share will be cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of New PubCo Class B Ordinary Shares, as determined in accordance with the per share consideration set forth in the Business Combination Agreement (the “Per Share Merger Consideration”).

Earn-Out Shares. In addition, Ambipar will be issued up to an additional 11,000,000 newly issued New PubCo Class B Ordinary Shares (the “Earn-Out Shares”), as follows: (i) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $17.00 over any 20 trading days within any consecutive 30 trading day period, 50% of the Earn-Out Shares will be issued; and (ii) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the Earn-Out Shares will be issued.

Ambipar Share Ownership. Ambipar will hold all of the outstanding New PubCo Class B Ordinary Shares (each carrying ten votes per share), which will give Ambipar control of approximately 95.8% of New PubCo’s voting power (excluding the Earn-Out Shares) in the minimum redemption scenario (i.e., assuming that none of HPX’s public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares, but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension); provided that the number of New PubCo Class B Ordinary Shares issuable to Ambipar will be adjusted downwards in an amount corresponding, at one share for every $10.00, to the transaction expenses incurred by Emergencia in excess of $9,500,000, if any, not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement. This percentage is calculated based on a number of assumptions and is subject to adjustment in accordance with the terms of the Business Combination Agreement. This percentage assumes that none of HPX’s existing shareholders exercise their redemption rights. This percentage does not reflect any transactions that may be entered into after the date hereof or any exercise or conversion of the New PubCo Warrants or the issuance of any Earn-Out Shares. If any of HPX’s public shareholders exercise redemption rights, or any of the other assumptions are not true, this percentage will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Dual Class Stock. Each holder of New PubCo Class A Ordinary Shares will be entitled to one vote per share and each holder of New PubCo Class B Ordinary Shares will be entitled to 10 votes per share on all matters submitted to them for a vote on all New PubCo Ordinary Shares voting together as a single class (which is the case for most matters). Each New PubCo Class B Ordinary Share is convertible into one New PubCo Class A Ordinary Share (as adjusted for share split, share combination and similar transactions occurring), whereas New PubCo Class A Ordinary Shares are not convertible into New PubCo Class B Ordinary Shares under any circumstances.

Emergencia and New PubCo. As a result of the Business Combination, Emergencia will become a wholly-owned direct subsidiary of New PubCo.

Ambipar PIPE Financing. Concurrently with the execution of the Business Combination Agreement, Ambipar has entered into a share subscription agreement (the “Ambipar Subscription Agreement”), pursuant to which Ambipar has committed (the “Ambipar PIPE Financing”) to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share. Ambipar may pay the $50.5 million subscription price in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to an agreement, dated as of July 5, 2022, between Ambipar and Emergencia (the “Ambipar Intercompany Loan Agreement”). Pursuant to the Investor Rights Agreement (as defined below), New

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PubCo has also granted Ambipar certain customary registration rights in connection with the Ambipar PIPE Financing, including “piggy-back” registration rights.

PIPE Financing. Concurrently with the execution of the Business Combination Agreement, Opportunity Agro Fundo de Investimento em Participações Multiestratégia Investimento no Exterior (“Opportunity Agro Fund”) has entered into a share subscription agreement (the “Opportunity Subscription Agreement”) pursuant to which Opportunity Agro Fund has committed (the “Opportunity PIPE Financing”) to subscribe for and purchase New PubCo Class A Ordinary Shares. New PubCo has also granted Opportunity Agro Fund certain customary registration rights in connection with the Opportunity PIPE Financing, including “piggy-back” registration rights to include its New PubCo Class A Ordinary Shares in other registration statements filed by New PubCo subsequent to the Closing.

In addition to the Opportunity Subscription Agreement, concurrently with the execution of the Business Combination Agreement, HPX and New PubCo entered into certain other subscription agreements (together with the Opportunity Subscription Agreement, the “Subscription Agreements”) with certain investors (together with Opportunity Agro Fund, the “PIPE Investors”). For the avoidance of doubt, for purposes of this proxy statement/prospectus, the terms “PIPE Investor” and “Subscription Agreement” shall be deemed not to refer to Cygnus Fund Icon or the Cygnus Subscription Agreement (as defined below), respectively, assuming that Cygnus Fund Icon will exercise the Cygnus Option (as defined below) such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement (as defined below).

In addition to the Ambipar PIPE Financing, the PIPE Investors collectively committed to subscribe for and purchase, and New PubCo agreed to issue and sell to the PIPE Investors an aggregate of 11,150,000 New PubCo Class A Ordinary Shares, for aggregate gross proceeds of $111,500,000 (the “PIPE Financing”). The New PubCo Class A Ordinary Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New PubCo has also granted to the PIPE Investors certain customary registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. In consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue to the PIPE Investors, on or promptly following Closing, (i) an aggregate of 2,567,500 New PubCo Warrants (2,280,000 of which being issued to Opportunity Agro Fund) and (ii) an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares (1,810,000 of which being issued to Opportunity Agro Fund). These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively. In addition, the PIPE Investors, together with the Non-Redeeming Shareholders and the XP Non-Redeeming Shareholder, are entitled to downside protection pursuant to the Downside Protection Agreements described below, which may provide them with the DPA Guaranteed Return for their respective DPA Protected Shares and which may also provide for downside protection in the form of a transfer of a certain number of New PubCo Class A Ordinary Shares from the Sponsor to the relevant investor, thereby further reducing the effective price paid by such investor for the New PubCo Class A Ordinary Shares.

Non-Redemption Agreements. Further, certain shareholders of HPX owning, in the aggregate, 600,000 HPX Class A Ordinary Shares (the “Non-Redeeming Shareholders”), have agreed pursuant to certain Shareholder Non-Redemption Agreements, each dated as of July 5, 2022 (as amended from time to time, the “Non-Redemption Agreements”) to, among other things, vote those shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such Non-Redeeming Shareholders hold of record or beneficially. In consideration thereof, New PubCo agreed to issue to the Non-Redeeming Shareholders one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share voted and not redeemed as described in the preceding sentence. In addition, the Non-Redeeming Shareholders are entitled to downside protection pursuant to the Downside

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Protection Agreement described below. As of the date of the accompanying proxy statement/prospectus, the Sponsor and its affiliates (consisting of Mr. Marcos Peigo, Mr. Wolney Betiol and Ms. Salete Pinheiro, who are referred to herein collectively as the “Insiders”) and the Non-Redeeming Shareholders, who are subject to the voting obligations under the Sponsor Letter Agreement (as defined below) and the Non-Redemption Agreements, respectively, own approximately 74.3% and 7.1% of the issued and outstanding ordinary shares of HPX.

On December 8, 2022, HPX, New PubCo and Cygnus Fund Icon, one of the Non-Redeeming Shareholders, entered into an amended and restated Non-Redemption Agreement (the “Cygnus Non-Redemption Agreement”) as well as a Subscription Agreement (the “Cygnus Subscription Agreement”) on terms and conditions substantially consistent with those included in the Non-Redemption Agreements and the Subscription Agreements dated July 5, 2022; provided, however, that pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus Fund Icon has been granted the option (the “Cygnus Option”), exercisable by Cygnus Fund Icon via written notice to be delivered to HPX and New PubCo no later than 10 calendar days prior to the HPX extraordinary general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement (including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000 HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement for aggregate gross proceeds of $3,000,000. The parties agreed to amend and restate such Non-Redemption Agreement as well as to enter into the Cygnus Subscription Agreement at the request of Cygnus Fund Icon in order to provide Cygnus Fund Icon with the option to make its investment in New PubCo either through the non-redemption of its HPX Class A Ordinary Shares or through a subscription of New PubCo Class A Ordinary Shares on terms and conditions substantially consistent with the other PIPE Investors. If Cygnus Fund Icon elects option (ii) above, in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Subscription Agreement, New PubCo has agreed to issue to Cygnus Fund Icon, on or promptly following Closing, (i) 75,000 New PubCo Warrants and (ii)13,200 additional New PubCo Class A Ordinary Shares.These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Cygnus Fund Icon to $9.58 per share. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Cygnus Fund Icon further to $9.49 per share. For all purposes, this proxy statement/prospectus assumes that Cygnus Fund Icon is a Non-Redeeming Shareholder and not a PIPE Investor. For the avoidance of doubt, whether Cygnus Fund Icon chooses to be bound by the Cygnus Non-Redemption Agreement or by the Cygnus Subscription Agreement, (x) at Closing, Cygnus Fund Icon will be issued 300,000 New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants plus (y) in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Non-Redemption Agreement or the Cygnus Subscription Agreements, as the case may be, New PubCo has agreed to issue to Cygnus Fund Icon, at or promptly following the Closing, an additional 13,200 New PubCo Class A Ordinary Shares and 75,000 New PubCo Warrants, to be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. The New PubCo Class A Ordinary Shares to be issued pursuant to the Cygnus Subscription Agreement have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New PubCo has also granted to the Cygnus Fund Icon certain customary registration rights in connection with the Cygnus Subscription Agreement. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others.

XP Non-Redemption Agreement. Similarly, Trend HPX SPAC FIA IE, represented by XP Allocation Asset Management Ltda., owning 1,297,400 HPX Class A Ordinary Shares (the “XP Non-Redeeming Shareholder”), entered into a certain non-redemption agreement with HPX and New PubCo (the “XP Non-Redemption Agreement”), pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued

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at or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. In addition, the XP Non-Redeeming Shareholder may be entitled to downside protection rights pursuant to the terms and conditions set forth in the applicable Downside Protection Agreements described below.

Effect on Sponsor Recapitalization. Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Downside Protection Agreements. In connection with the Subscription Agreements, the Cygnus Subscription Agreement (as the case may be), the Non-Redemption Agreements and the XP Non-Redemption Agreement, the PIPE Investors, the Non-Redeeming Shareholders, the XP Non-Redeeming Shareholder (collectively, the “DPA Beneficiaries”), New PubCo, Ambipar and the Sponsor entered into certain downside protection agreements (as amended from time to time, the “Downside Protection Agreements”), pursuant to which the DPA Beneficiaries are provided with certain downside protection rights. Subject to the terms and conditions of the Downside Protection Agreements, the DPA Beneficiaries may receive, on a pro rata basis, an aggregate of up to 1,050,000 New PubCo Class A Ordinary Shares from the Sponsor or may sell a certain number of their respective New PubCo Class A Ordinary Shares to Ambipar, the Sponsor or to a third party in a block trade, in each case to occur no earlier than 30 months following the Closing, as detailed below:

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Each DPA Beneficiary is only eligible to receive such downside protection if it holds, on each day beginning on the Closing Date and until the 30-month anniversary of the Closing Date (the “DPA Measurement Period”), a number of New PubCo Class A Ordinary Shares representing at least 50% of the number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary immediately after Closing.

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In case an eligible DPA Beneficiary chooses to exercise its downside protection rights under the Downside Protection Agreements, (i) Ambipar is entitled to purchase from such DPA Beneficiary a number of New PubCo Class A Ordinary Shares equal to the lowest number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary during the DPA Measurement Period (the “DPA Protected Shares”), and (ii) if Ambipar does not purchase the DPA Protected Shares, then the Sponsor is entitled either (x) to purchase from such DPA Beneficiary the DPA Protected Shares or (y) to facilitate the sale of such DPA Beneficiary’s New PubCo Class A Ordinary Shares and New PubCo Warrants held as of the 30-month anniversary of the Closing Date in a block trade or on an underwritten basis to a third party pursuant to the terms of the Downside Protection Agreements (the “DPA Block Trade”).

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The purchase price payable by Ambipar or the Sponsor, as applicable, for the DPA Protected Shares of the relevant DPA Beneficiary is equal to an inflation-adjusted return (measured by the consumer price index) generated over the 30-month period following Closing and relative to the initial investment made by the relevant DPA Beneficiary pursuant to the relevant Subscription Agreement, Cygnus Subscription Agreement, Non-Redemption Agreement or XP Non-Redemption Agreement (the “DPA Guaranteed Return”).

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If the return generated by the block trade is below the DPA Guaranteed Return, the Sponsor is required to transfer, from the DPA Pro Rata Downside Protection Shares (as defined below) available

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to the relevant DPA Beneficiary, such number of shares in order for such DPA Beneficiary’s return to be equal to or as close as possible to the relevant DPA Guaranteed Return.

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If neither Ambipar nor the Sponsor acquires the relevant DPA Protected Shares or if a DPA Block Trade is not consummated or available, then, pursuant to the terms and conditions of the relevant Downside Protection Agreement, the Sponsor shall transfer to the relevant DPA Beneficiary the applicable number of DPA Pro Rata Downside Protection Shares.

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Under the terms of the Downside Protection Agreements, the maximum aggregate number of New PubCo Class A Ordinary Shares that may be transferred by the Sponsor to the DPA Beneficiaries is 1,050,000 New PubCo Class A Ordinary Shares (the “DPA Pro Rata Downside Protection Shares”), including: (i) 808,500 to Opportunity Agro Fund, (ii) 24,150 to XP Gestão de Recursos Ltda., (iii) 14,490 to Cygnus Fund Icon, (iv) 4,830 to Gannett Peek Limited, (v) 9,660 to Genome Fund Inc, (vi) 4,830 to Tuchola Investments Inc., (vii) 9,732 to Constellation Master Fundo de Investimento de Ações, (viii) 8,163 to Constellation Qualificado Master Fundo de Investimento de Ações, (ix) 8,670 to Const Brazil US Fund LP and (x) 62,664 to XP Allocation Asset Management Ltda.

For the avoidance of doubt, New PubCo will not issue any New PubCo Ordinary Shares in connection with the Downside Protection Agreements and the transactions contemplated in the Downside Protection Agreements will not have any dilutive effect on holders of New PubCo Ordinary Shares.

Post-Closing Ownership by Sponsor and Its Affiliates. It is anticipated that, upon completion of the Business Combination, (i) our Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) will own approximately 3.4% of the issued and outstanding New PubCo Ordinary Shares (excluding New PubCo Warrants), (ii) our public shareholders (for the avoidance of doubts, excluding the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)) will own approximately 3.9% of the issued and outstanding New PubCo Ordinary Shares, (iii) the PIPE Investors will own approximately 22.9% of the issued and outstanding New PubCo Ordinary Shares, and (iv) Ambipar will own approximately 69.8% (excluding the Earn-Out Shares) of the issued and outstanding New PubCo Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of HPX’s existing shareholders exercise their redemption rights. These percentages do not include any exercise or conversion of the New PubCo Warrants. If any of HPX’s public shareholders exercise redemption rights, or any of the other assumptions are not true, these percentages will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Other Proposals at the Extraordinary General Meeting. In addition to the Business Combination Proposal, you will also be asked to consider and vote upon: (a) two separate proposals to approve, by way of special resolutions, the plans of merger, copies of which are attached to the accompanying proxy statement/prospectus as Annex B and Annex C, in relation to the First Merger and the Second Merger, respectively (collectively, the “Merger Proposals”); (b) three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by ordinary resolution, certain material differences between the amended and restated memorandum and articles of association of New PubCo to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (collectively, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of HPX (collectively, the “Existing Governing Documents”); and (c) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, for one or more of the Adjournment Purposes (as defined below), which is referred to herein as the “Adjournment Proposal.” Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of the public shares such that the condition to

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consummation of the Business Combination that the aggregate cash in the trust account (after deducting any amounts to be paid to HPX shareholders that exercise their redemption rights in connection with the Business Combination), together with the net proceeds received by New PubCo in cash or in kind from the issuance and sale of an aggregate of 16,200,000 New PubCo Ordinary Shares pursuant to the Ambipar Subscription Agreement and the Subscription Agreements, equal to no less than $168,000,000, of which up to $50.5 million could be in the form of the conversion into equity of a portion of the intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement (without considering any payment of Business Combination related transaction expenses) would not be satisfied (such condition, the “Minimum Available Cash Condition”) (clauses (i), (ii), and (iii), collectively the “Adjournment Purposes”). In no event, however, will we redeem HPX Class A Ordinary Shares in an amount that would cause HPX’s net tangible assets to be less than $5,000,001.

Certain Agreements Related to the Business Combination. In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the Voting and Support Agreement, the Ambipar Subscription Agreement, the Subscription Agreements, Cygnus Subscription Agreement, the Non-Redemption Agreements, the Cygnus Non-Redemption Agreement, the XP Non-Redemption Agreement, the Sponsor Letter Agreement, the Contribution Agreement, the Investor Rights Agreement, the Articles of New PubCo, the Downside Protection Agreements, the Cost Sharing Agreement and the Trademark Licensing Agreement (each as defined in the accompanying proxy statement/prospectus). See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.

Closing Conditions. Under the Business Combination Agreement, the closing of the Business Combination is subject to the satisfaction or waiver of a number of customary closing conditions, including, among others, (i) HPX having net tangible assets of at least $5,000,001 following the exercise by the holders of the HPX Class A Ordinary Shares issued in HPX’s initial public offering and outstanding immediately before the First Effective Time of their right to redeem their HPX Class A Ordinary Shares in accordance with the Existing Governing Documents, (ii) the absence of any material adverse effect (as defined in the Business Combination Agreement), (iii) HPX shareholders having approved the Business Combination Proposal and each of the other proposals presented to HPX shareholders in this proxy statement/prospectus and (vi) the Minimum Available Cash Condition.

NYSE American Listing. The HPX Class A Ordinary Shares and HPX Public Warrants and units are currently listed on NYSE American under the symbols “HPX,” “HPX.WS” and “HPX.U,” respectively.

NYSE Listing. New PubCo has applied to list its New PubCo Class A Ordinary Shares and New PubCo Warrants on the NYSE under the symbols “AMBI” and “AMBIWS,” respectively, in connection with the closing of the Business Combination. We cannot assure you that the New PubCo Class A Ordinary Shares or the New PubCo Warrants will be approved for listing on the NYSE. Each of HPX and Emergencia is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and, following the Business Combination, New PubCo will be, an “emerging growth company.” As such, New PubCo has elected to comply with certain reduced public company reporting requirements.

Controlled Company. In addition, upon completion of the Business Combination, New PubCo will be a “controlled company” within the meaning of the NYSE corporate governance standards and eligible to take advantage of exemptions from certain NYSE corporate governance standards. For more information, see “Summary of the Proxy Statement/Prospectus — Controlled Company and Foreign Private Issuer.”

Redemption Rights. Pursuant to the Existing Governing Documents, an HPX shareholder may request that HPX redeem all or a portion of their public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and HPX Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and HPX Warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), HPX’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental

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in order to validly redeem its shares. HPX shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if an HPX shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms to Continental, HPX will redeem such public shares (or portion thereof, as applicable) for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of HPX’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 2, 2022, based on funds contained in the trust account of approximately $21.9 million, this would have amounted to approximately $10.06 per issued and outstanding public share. If an HPX shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Notwithstanding the foregoing, an HPX shareholder, together with any affiliate of such public shareholder or any other person with whom such HPX shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if an HPX shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

Ambipar Board Approval. Concurrently with the execution of the Business Combination Agreement, Ambipar’s board of directors approved the Business Combination and agreed to perform the Pre-Closing Exchange in a first step, and, subject to completion of all conditions precedent under the Business Combination Agreement, the Closing, including the exchange of Merger Sub Ordinary Shares for New PubCo Class B Ordinary Shares, which will carry voting rights in the form of 10 votes per share.

Sponsor Letter Agreement. In connection with the entry into the Business Combination Agreement, HPX, New PubCo, Emergencia, the Sponsor and each of the Insiders entered into an agreement, dated as of July 5, 2022 (the “Sponsor Letter Agreement”), attached hereto as Annex E, pursuant to which, among other things, the parties thereto have agreed (i) to amend and restate in its entirety the sponsor letter agreement dated as of July 15, 2020 by and among HPX, the Sponsor and the other parties thereto, (ii) that the Sponsor and Insiders will not redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX is required to consummate its initial business combination, (iii) that the Sponsor and Insiders will be present for the relevant meetings and vote all of their Founder Shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which HPX must complete its business combination, (iv) that, prior to the Closing, the Sponsor and Insiders will not transfer any Founder Shares or HPX Private Placement Warrants except as permitted thereby, and (v) that, immediately prior to the consummation of the First Merger (but subject to the prior satisfaction or waiver of all conditions to the consummation of the transactions set forth in the Business Combination Agreement), the Sponsor and Insiders shall effect the Sponsor Recapitalization described below. In addition, conditioned upon the consummation of the Mergers, the Sponsor and Insiders waived certain anti-dilution provisions contained in the Existing Governing Documents. See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

Sponsor Recapitalization. Pursuant to the Sponsor Letter Agreement, the initial shareholders have agreed to contribute, transfer, assign, convey and deliver to HPX, and HPX will acquire and accept from the initial shareholders, all of initial shareholders’ right, title and interest in, to and under each of their 6,305,000 outstanding HPX Class B Ordinary Shares (6,245,000 of which are held by the Sponsor) and each of the 7,060,000 HPX Private Placement Warrants to purchase one HPX Class A Ordinary Share (all such HPX Private Placement Warrants are held by the Sponsor), and in exchange therefore, HPX will issue (x) to

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the Sponsor 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) and 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens, and (y) to each Insider a number of HPX Class A Ordinary Shares equal to the number of Founder Shares held by such Insider as of the date of the Sponsor Letter Agreement, each free and clear of liens, such that, immediately prior to the First Effective Time, there shall cease to be outstanding any HPX Class B Ordinary Shares. We refer to this series of transactions as the “Sponsor Recapitalization.”

Investor Rights Agreement. In addition, concurrently with the execution of the Business Combination Agreement, New PubCo, the Sponsor, Ambipar, Opportunity Agro Fund and certain other shareholders of HPX entered into an Investor Rights Agreement (the “Investor Rights Agreement”), which will become effective as of the Closing and will amend and restate, effective as of Closing, in its entirety HPX’s existing Registration Rights Agreement, dated as of July 15, 2020, by and among HPX, the Sponsor, and each of HPX’s independent directors.

Registration Rights. Pursuant to the registration rights provisions of the Investor Rights Agreement, the Sponsor and certain holders of registrable securities (as defined in the accompanying proxy statement/prospectus) will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations, so long as such demand includes a number of registrable securities with a total offering price in excess of $75,000,000, net of all underwriting discounts and commissions. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New PubCo shall not be required to conduct more than an aggregate total of eight underwritten offerings or an aggregate of four underwritten offerings in any 12-month period. In addition, certain holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing. New PubCo has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective no later than the earlier of 60 days of the Closing if the SEC notifies New PubCo that it will not review the registration statement or 90 days if the SEC notifies New PubCo that it will review the registration statement.

Lock-Up. In addition, pursuant to the Investor Rights Agreement, signatories thereof agreed to certain transfer restrictions on their respective equity interests in New PubCo, in the case of certain directors of HPX, for a period of one year following the Closing Date, and, in the case of Ambipar and the Sponsor, for a period of three years following the Closing Date, in each case, subject to the following exceptions of permitted transfers (i) in the case of a transfer to a permitted transferee, if such New PubCo shareholder provides written notice to New PubCo or (ii) (A) if such New PubCo shareholder is an individual, by virtue of laws of descent and distribution upon death of the individual, (B) if such New PubCo shareholder is an individual, pursuant to a qualified domestic relations order, (C) pursuant to any liquidation, merger, share exchange or similar transaction (other than the Mergers) which results in all of New PubCo’s shareholders having the right to exchange their New PubCo Ordinary Shares or other equity securities of New PubCo for cash, securities or other property; provided that in connection with any transfer of such securities pursuant to clause (ii) above, (x) such New PubCo shareholder shall, and shall cause any such transferee of his, her or its Lock-Up Securities (as defined in the Investor Rights Agreement), to enter into a written agreement, in form and substance reasonably satisfactory to New PubCo, agreeing to be bound by the Lock-up Agreement prior and as a condition to the occurrence of such transfer, and (y) that such transferee shall have no rights under the Investor Rights Agreement, unless they are a permitted transferee according to the terms of the Investor Rights Agreement, in which case, as a condition to such transfer, the transferee shall be required to become a party to the Investor Rights Agreement.

Advisory Executive Committee. Furthermore, pursuant to the Investor Rights Agreement, the board of directors of New PubCo will establish an advisory executive committee comprised of up to four members to advise the board of directors of New PubCo, of which (i) one member will be designated by Opportunity Agro Fund, for as long as Opportunity Agro Fund is entitled under the terms of the Proposed Governing

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Documents to appoint a member of the board of directors and effectively appoints such member; (ii) one member will be designated by the Sponsor, for as long as the Sponsor is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; and (iii) two members will be designated by Ambipar, for as long as Ambipar is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member.

See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination — Investor Rights Agreement” in the accompanying proxy statement/prospectus for more information related to the Investor Rights Agreement.

Proxy Statement/Prospectus. We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all HPX shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 105 of the accompanying proxy statement/prospectus.

Board Recommendation. After careful consideration, the board of directors of HPX has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” each of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of HPX, you should keep in mind that HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO

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RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, HPX’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of HPX’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

February 3, 2023

Sincerely,

/s/ Bernardo Hees
/s/ Rodrigo Xavier

Bernardo Hees and Rodrigo Xavier
Co-Chairmen of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated and is first being mailed to shareholders on or about February 3, 2023.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”), by Ambipar Emergency Response (“New PubCo”) (File No.333-268795), constitutes a prospectus of New PubCo under Section 5 of the Securities Act of 1933, as amended, with respect to the New PubCo Class A Ordinary Shares (as defined below) to be issued to HPX Corp. (“HPX”) shareholders, as well as the New PubCo Warrants to be issued to HPX warrantholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the extraordinary general meeting of HPX shareholders at which HPX shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, among other matters.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

•

“$,” “US$” and “U.S. dollar” each refer to the United States dollar; and

•

“R$” and “reais” each refer to the Brazilian real.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Emergencia” refers to Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil, the term “HPX” refers to HPX Corp., a Cayman Island exempted company, and the term “New PubCo” refers to Ambipar Emergency Response, a Cayman Islands exempted company.

All references to “we,” “us” or “our” refer to HPX, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “Risk Factors,” “Business of Emergencia” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia,” as indicated therein, in which case, “we,” “us,” or “our” refer to Emergencia and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New PubCo and its subsidiaries following the consummation of the Business Combination.

In this document:

“Additional Extension” means any extension of the deadline by which HPX must complete its initial business combination other than the Initial Extension or the Second Extension.

“Adjournment Proposal” means a proposal for the HPX extraordinary general meeting of shareholders to approve the adjournment of the extraordinary general meeting of the shareholders of HPX to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such extraordinary general meeting or public shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to closing of the Business Combination would not be satisfied.

“Adjournment Purposes” means the following purposes to adjourn the extraordinary general meeting of the shareholders of HPX to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the Trust Account (after deducting any amounts to be paid to HPX shareholders that exercise their redemption rights in connection with the Business Combination), together with the net proceeds received by New PubCo, in cash or in kind, from the issuance and sale of an aggregate of 16,200,000 New PubCo Ordinary Shares

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pursuant to the Ambipar Subscription Agreement and the Subscription Agreements, equal no less than $168,000,000 (without considering any payment of Business Combination related transaction expenses) would not be satisfied.

“Ambipar” means Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil.

“Ambipar Group” means, collectively, Ambipar and all of its subsidiaries prior to the Business Combination.

“Ambipar Intercompany Loan Agreement” means a loan agreement dated as of July 5, 2022, by and between Ambipar and Emergencia, pursuant to which Ambipar formalized the disbursement to Emergencia of an aggregate amount in Brazilian reais equivalent to $50.5 million as a loan.

“Ambipar PIPE Financing” means Ambipar’s commitment to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share, which may be paid by Ambipar in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement.

“Ambipar Subscription Agreement” means the subscription agreement dated as of July 5, 2022, by and among Ambipar, New PubCo and HPX.

“Ambipar USA” means Ambipar Holding USA, Inc., a Delaware corporation and Emergencia’s wholly owned subsidiary.

“Articles” means the amended and restated memorandum and articles of association of New PubCo that will be in effect upon the Closing of the Business Combination.

“Available Cash” means an amount equal to the sum of, immediately prior to the Closing, (i) the amount of cash and cash equivalents available to be released from the Trust Account (after giving effect to all payments to HPX shareholders that exercise their redemption rights in connection with the Business Combination or any Extension), plus (ii) the net amount of proceeds actually received by New PubCo pursuant to the PIPE Financing, plus (iii) the Ambipar PIPE Financing.

“B3” means B3 S.A. — Brasil, Bolsa, Balcão, the Brazilian stock exchange.

“BDO” means BDO RCS Auditores Independentes SS, an independent registered public accounting firm.

“BofA Securities” means BofA Securities, Inc.

“broker non-vote” means the failure of an HPX shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“BRZ” means BRZ Advogados.

“Business Combination” means the Mergers and the other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing.

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 5, 2022, as may be amended, supplemented, or otherwise modified from time to time, by and among HPX, New PubCo, Merger Sub, Emergencia and Ambipar.

“Business Combination Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the adoption of the transactions contemplated by the Business Combination Agreement.

“Carey Olsen” means Carey Olsen Cayman Limited.

“Central Bank” means the Banco Central do Brasil, or Brazilian Central Bank.

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“Change in Authorized Share Capital Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, in particular a change in the authorized share capital of New PubCo.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the day of the Closing.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Code of Ethics” means HPX’s code of ethics and business conduct applicable to its directors, officers and employees.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Constellation” means, collectively, Constellation Master Fundo de Investimento de Ações, Constellation Qualificado Master Fundo de Investimento de Ações and Const Brazil US Fund LP.

“Continental” refers to Continental Stock Transfer & Trust Company.

“Contribution Agreement” means the contribution agreement entered into and among Ambipar and Merger Sub, pursuant to which, Ambipar agreed to give effect to the Pre-Closing Exchange, after which Emergencia will become a wholly-owned subsidiary of Merger Sub.

“Cost Sharing Agreement” means a certain cost sharing agreement to be entered into by and among Ambipar, Emergencia and certain of its subsidiaries prior to the First Effective Time, but effective as of Closing, pursuant to which Ambipar will agree to provide certain shared support services to Emergencia and certain of its subsidiaries under and pursuant to the terms and conditions set forth therein.

“COVID-19” or the “COVID-19 pandemic” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or other epidemics, pandemics or disease outbreaks.

“Credit Suisse” means Credit Suisse Securities (USA) LLC.

“Current Taxable Year” means the taxable year ended December 31, 2022.

“Cygnus Non-Redemption Agreement” means the amended and restated Non-Redemption Agreement, dated December 8, 2022, entered into by and among HPX, New PubCo and Cygnus Fund Icon.

“Cygnus Option” means the option granted to Cygnus Fund Icon pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, exercisable by Cygnus Fund Icon via written notice to be delivered to HPX and New PubCo no later than 10 calendar days prior to HPX extraordinary general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement (including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000 HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement.

“Cygnus Subscription Agreement” means the Subscription Agreement, dated December 8, 2022, entered into by and among HPX, New PubCo and Cygnus Fund Icon.

“Debentures” means, collectively, the debentures issued under the First Issuance of Debentures and the Second Issuance of Debentures.

“Deeds of Debentures” means, collectively, the First Deed of Debentures and the Second Deed of Debentures.

“Default PFIC Regime” means special rules to which a U.S. Holder will generally be subject if HPX or New PubCo is determined to be a PFIC for any taxable year (or portion thereof) that is included in such U.S. Holder’s holding period in New PubCo Class A Ordinary Shares.

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“Downside Protection Agreements” means certain downside protection agreements, as amended from time to time, entered into by and among Emergencia, the Sponsor, Ambipar and the DPA Beneficiaries in connection with the Subscription Agreements, the Ambipar Subscription Agreement, the Non-Redemption Agreements and the XP Non-Redemption Agreement, as applicable.

“DPA Beneficiaries” means the PIPE Investors, the Non-Redeeming Shareholders and the XP Non-Redeeming Shareholder, each of which has executed a Downside Protection Agreement.

“DPA Block Trade” means the sale of a DPA Beneficiary’s New PubCo Class A Ordinary Shares and New PubCo Warrants held as of the 30-month anniversary of the Closing Date in a block trade or on an underwritten basis to a third party pursuant to the terms of the Downside Protection Agreements.

“DPA Guaranteed Return” means an inflation-adjusted return (measured by the consumer price index) generated over the 30-month period following Closing and relative to the initial investment made by the relevant DPA Beneficiary pursuant to the relevant Subscription Agreement, Cygnus Subscription Agreement, Non-Redemption Agreement or XP Non-Redemption Agreement.

“DPA Measurement Period” means the period beginning on the Closing Date and ending on the day of the 30-month anniversary of the Closing Date.

“DPA Pro Rata Downside Protection Shares” means the maximum aggregate number of 1,050,000 New PubCo Class A Ordinary Shares that may be transferred by the Sponsor to the DPA Beneficiaries under the Downside Protection Agreements.

“DPA Protected Shares” means, in relation to each DPA Beneficiary, a number of New PubCo Class A Ordinary Shares equal to the lowest number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary during the DPA Measurement Period.

“DTC” means the Depository Trust Company.

“EarlyBird” means EarlyBirdCapital, Inc.

“Earn-Out Shares” means up to an additional 11,000,000 newly issued New PubCo Class B Ordinary Shares to be issued to Ambipar, subject to the terms and conditions of the Business Combination Agreement.

“Emergencia LOI” means the Letter of Intent, dated as of February 8, 2022, by and among Sponsor, HPX and Emergencia.

“Emergencia Ordinary Shares” means the ordinary shares, no par value per share, of Emergencia.

“Engagement Letter” means the placement agency engagement letter by and between HPX, Ambipar and Credit Suisse dated March 24, 2022.

“EU” means the European Union.

“Excess Shares” means the public shares in excess of 15% of the public shares held in the aggregate by a public shareholder, together with his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of HPX.

“Extension” means the Initial Extension, the Second Extension or any Additional Extension.

“Extension Amendments” means, collectively, the Initial Extension Amendment and the Second Extension Amendment.

“extraordinary general meeting” means the extraordinary general meeting of HPX to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at Avenida Brigadeiro Faria Lima, 3311,

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7th Floor, 04538-133, São Paulo, São Paulo, Brazil, and online via live webcast, at 9:00 a.m., Eastern Time, on February 28, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

“F Reorganization” means a mere change in identity, form, or place of organization of one corporation, however effected, pursuant to Section 368(a)(1)(F) of the Code.

“First Deed of Debentures” means the deed of debentures governing the First Issuance of Debentures, dated as of February 11, 2022, entered into by and among Emergencia, Oliveira Trust Distribuidora de Títulos e Valores Mobiliários, as trustee, and Ambipar and Environmental ESG Participações S.A., as guarantors.

“First Effective Time” means the time at which the First Merger becomes effective.

“First Issuance of Debentures” means the issuance by Emergencia, on February 15, 2022, of an aggregate principal amount of R$335.5 million in a single series of 335,500 unsecured, non-convertible debentures due February 15, 2028, pursuant to the First Deed of Debentures.

“First Merger” means the merger of HPX with and into New PubCo pursuant to the Business Combination Agreement, with New PubCo as the surviving entity.

“First Plan of Merger” means the plan of merger pursuant to which HPX will be merged with and into New PubCo, with New PubCo as the surviving entity.

“First Plan of Merger Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to authorize the First Merger and authorize, approve and confirm, in all respects, the First Plan of Merger.

“Founder Shares” means the HPX Class B Ordinary Shares.

“Governing Documents Proposals” means the Change in Authorized Share Capital Proposal (or Governing Documents Proposal A), the Method to Appoint and Elect Directors Proposal (or Governing Documents Proposal B) and the Other Changes to the Governing Documents Proposal (or Governing Documents Proposal C).

“Governmental Entity” means: (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any self-regulatory organization; or (c) any political subdivision of any of the foregoing.

“Group Companies” means Emergencia and all of its direct and indirect subsidiaries.

“GT” means Greenberg Traurig, LLP.

“HPX Board” means the board of directors of HPX.

“HPX Class A Ordinary Shares” means HPX’s Class A ordinary shares, par value $0.0001 per share.

“HPX Class B Ordinary Shares” means HPX’s Class B ordinary shares, par value $0.0001 per share.

“HPX Ordinary Shares” means the HPX Class A Ordinary Shares and the HPX Class B Ordinary Shares, collectively.

“HPX Private Placement Warrants” means the warrants to purchase HPX Class A Ordinary Shares purchased in a private placement in connection with the IPO.

“HPX Public Warrants” means the warrants included in the units sold in HPX’s IPO, each of which is exercisable for one HPX Class A Ordinary Share, in accordance with its terms.

“HPX Restricted Stock Unit” means any restricted stock unit in respect of HPX Class A Ordinary Shares.

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“HPX Securities” means HPX’s units, the HPX Class A Ordinary Shares and HPX Public Warrants that are currently listed on the NYSE American under the symbols “HPX.U,” “HPX,” and “HPX.WS,” respectively.

“HPX shareholders” means the holders of HPX Ordinary Shares.

“HPX warrantholders” means holders of HPX Public Warrants and HPX Private Placement Warrants.

“HPX Warrants” means the HPX Public Warrants and the HPX Private Placement Warrants.

“IASB” means the International Accounting Standards Board.

“IFRS” means International Financial Reporting Standards, as issued by the IASB.

“Initial Extension” means the extension of the deadline by which HPX must complete its initial business combination from July 20, 2022 to November 20, 2022.

“Initial Extension Amendment” means an amendment to the Existing Governing Documents to give effect to the Initial Extension.

“initial shareholders” means the Sponsor and the Insiders, holders of HPX Class B Ordinary Shares.

“Insiders” means HPX’s independent directors, Mr. Marcos Peigo, Mr. Wolney Betiol and Ms. Salete Pinheiro.

“Interim Period” means the period starting on the date of the Business Combination Agreement until the earlier of the Second Effective Time or the termination of the Business Combination Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Rights Agreement” means the Investor Rights Agreement, dated as of July 5, 2022, by and among New PubCo, the Sponsor, Ambipar and certain persons named therein, pursuant to which that certain Registration Rights Agreement, dated as of July 15, 2020, shall be amended and restated in its entirety, as of the Closing.

“IPO” means HPX’s initial public offering of units, consummated on July 20, 2020.

“IPO Underwriting Agreement” means the underwriting agreement in connection with the IPO, entered into by and between HPX and Credit Suisse, dated as of July 15, 2020.

“IRS” means the Internal Revenue Service for the United States federal government.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“KPMG” means KPMG Assessores Ltda.

“Legal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, order, assessment, writ or other legal requirement, administrative policy or guidance, collective bargaining agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“management” or our “management team” means the officers of HPX, the officers of Emergencia, or the officers of Ambipar, respectively, as the context requires.

“Maples” means Maples and Calder (Cayman) LLP.

“Marcum” means Marcum LLP.

“Mattos Filho” means Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados.

“Merger Proposals” means the First Plan of Merger Proposal (or Merger Proposal 2A) and the Second Plan of Merger Proposal (or Merger Proposal 2B).

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“Mergers” means the First Merger and Second Merger.

“Merger Sub” means Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands.

“Merger Sub Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Merger Sub.

“Method to Appoint and Elect Directors Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo.

“Minimum Available Cash Condition” means the condition that Available Cash shall be greater than or equal to $168,000,000, of which up to $50.5 million could be in the form of the conversion into equity of a portion of the intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement.

“Morrow Sodali” means Morrow Sodali LLC, HPX’s proxy solicitor.

“New PubCo Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of New PubCo.

“New PubCo Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of New PubCo which will carry voting rights in the form of 10 votes per share of New PubCo.

“New PubCo Equity Plan” means the omnibus equity incentive plan to be established by New PubCo pursuant to the terms set forth in the Business Combination Agreement, effective as of (and contingent on) Closing.

“New PubCo Ordinary Shares” means the New PubCo Class A Ordinary Shares and the New PubCo Class B Ordinary Shares, collectively.

“New PubCo Private Placement Warrants” means the HPX Private Placement Warrants, as converted in the First Merger such that they represent the right to acquire the same number of New PubCo Class A Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the First Effective Time.

“New PubCo Public Warrant” means the HPX Public Warrants, as converted in the First Merger such that they represent the right to acquire the same number of New PubCo Class A Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the First Effective Time.

“New PubCo Securities” means the New PubCo Ordinary Shares and New PubCo Warrants.

“New PubCo Warrants” means the warrants, issued by HPX, to acquire HPX Class A Ordinary Shares that are outstanding immediately prior to the First Effective Time, as converted in the First Merger such that they represent the right to acquire the same number of New PubCo Class A Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the First Effective Time.

“Non-Redeeming Shareholders” means Genome Fund Inc., Gannet Peek Ltd. (represented by Baraterre Limited and Tarpumbay Limited) and Cygnus Fund Icon (represented by Deltec Fund Governors Ltd.), shareholders of HPX owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares.

“Non-Redemption Agreements” means certain shareholder non-redemption agreements, dated as of July 5, 2022, as amended from time to time by HPX, New PubCo and the Non-Redeeming Shareholders, (including the Cygnus Non-Redemption Agreement), under which, among other things, such Non-Redeeming Shareholders have agreed to vote in favor of any Extension and the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such shareholder holds of record or beneficially.

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“NSIA” means the United Kingdom National Security and Investment Act 2021.

“NYSE” means either the New York Stock Exchange or NYSE American, as applicable. New PubCo is expected to apply to list the New PubCo Class A Ordinary Shares and the New PubCo Warrants on NYSE American if it does not meet the New York Stock Exchange listing standards at Closing.

“NYSE American” means NYSE American LLC.

“Opportunity Agro Fund” means Opportunity Agro Fundo de Investimento em Participações Multiestratégia Investimento no Exterior.

“Opportunity PIPE Financing” means Opportunity Agro Fund’s commitment to subscribe for and purchase 10,000,000 New PubCo Class A Ordinary Shares on the terms and conditions set forth in the Opportunity Subscription Agreement otherwise described in this proxy statement/prospectus.

“Opportunity Subscription Agreement” means the subscription agreement entered into by and between Opportunity Agro Fund, New PubCo and HPX, dated as of July 5, 2022.

“Options” means non-qualified stock options that New PubCo may grant pursuant to the New PubCo Equity Plan.

“Other Changes to the Governing Documents Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, in particular with respect to the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal.

“Parties” means HPX, New PubCo, Merger Sub, Emergencia and Ambipar, as parties to the Business Combination Agreement.

“PCAOB” means the Public Company Accounting Oversight Board.

“Per Share Merger Consideration” means a number of validly issued, fully paid and nonassessable New PubCo Class B Ordinary Shares equal to (i) the quotient equal to (x) $345,419,903 (as adjusted downwards by any transaction expenses incurred by Emergencia in excess of $9,500,000 not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement) divided by (y) the number of Merger Sub Ordinary Shares outstanding immediately prior to the Second Effective Time after giving effect to the Pre-Closing Exchange divided by (ii) $10.00.

“PFIC” means passive foreign investment company as defined in the Code.

“PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for and purchase an aggregate of 11,150,000 New PubCo Class A Ordinary Shares on the terms and conditions otherwise described in this proxy statement/prospectus.

“PIPE Investors” means the investors (including Opportunity Agro Fund) participating in the PIPE Financing, collectively. For the avoidance of doubt, for purposes of this proxy statement/prospectus, the term “PIPE Investor” shall be deemed not to refer to Cygnus Fund Icon, assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement.

“Plans of Merger” means the plans of merger pursuant to which (i) HPX will be merged with and into New PubCo, with New PubCo as the surviving entity, and (ii) Merger Sub will be merged with and into New PubCo, with New PubCo as the surviving entity.

“Pre-Closing Exchange” means the contribution that Ambipar will complete prior to the First Effective Time, pursuant to which Ambipar will contribute its Emergencia Ordinary Shares to Merger Sub in exchange for newly issued Merger Sub Ordinary Shares.

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“Projections” means the unaudited projected financial information internally prepared by management of Emergencia and provided to the HPX Board in connection with its consideration of the potential business combination.

“Proposed Governing Documents” means the proposed amended and restated proposed memorandum and articles of association of New PubCo.

“prospectus” means the prospectus included in the Registration Statement on Form F-4, as amended (Registration No. 333-268795) filed with the U.S. Securities and Exchange Commission.

“public shareholders” means the holders of HPX Class A Ordinary Shares.

“public shares” means HPX Class A Ordinary Shares issued as part of the units sold in the IPO.

“PwC” means PricewaterhouseCoopers Corporate Finance & Recovery Ltda. and its affiliates.

“QEF Election” means qualified electing fund election, as defined under U.S. tax law.

“redemption” means the redemption of public shares for cash pursuant to the Existing Governing Documents.

“Reference Value” means the last reported sale price of New PubCo Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which they send the notice of redemption to the warrantholders.

“registrable securities” means collectively (a) any New PubCo Class A Ordinary Shares held by Ambipar, the Sponsor or a permitted transferee who is or becomes a party to the Investor Rights Agreement in accordance with the terms thereof, for so long as such person holds any registrable securities (for purposes of the definition of registrable securities hereof, a “Holder”) as of immediately following the Closing, (b) any New PubCo Class A Ordinary Shares issued or issuable upon the conversion from time to time of the New PubCo Class B Ordinary Shares held by a Holder immediately following the Closing, (c) any New PubCo Warrants held by a Holder immediately following the Closing and any New PubCo Class A Ordinary Shares issued or issuable upon the exercise thereof from time to time, (d) any New PubCo Class A Ordinary Shares or options or warrants to purchase, or other equity securities of New PubCo exercisable or exchangeable for, or convertible into, New PubCo Class A Ordinary Shares (including any New PubCo Class A Ordinary Shares issued or issuable upon the exercise of any such option, warrant or other equity security) of New PubCo otherwise acquired or owned by a Holder following the Closing, and (e) any other equity security of New PubCo issued or issuable with respect to any securities referenced in clause (a), (b), (c), or (d) above by way of a share dividend or share split or in connection with a combination of share, acquisition, recapitalization, consolidation, reorganization, share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction; provided that as to any particular registrable security, such securities shall cease to be registrable securities on the earlier to occur of (A) a Registration Statement (as defined in the Investor Rights Agreement) with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been Transferred (as defined in the Investor Rights Agreement) in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise Transferred (as defined in the Investor Rights Agreement), (ii) new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting further Transfer (as defined in the Investor Rights Agreement) shall have been delivered by New PubCo and (iii) subsequent public distribution of such securities shall not require Registration (as defined in the Investor Rights Agreement); (C) such securities shall have ceased to be outstanding; (D) such securities are freely saleable without Registration by the Holder thereof pursuant to Rule 144, as promulgated under the Securities Act (without the need for any manner of sale requirement or volume limitation and without the requirement for New PubCo to be in compliance with the current public information requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable)); or (E) such securities are sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of July 15, 2020, by and among HPX, the Sponsor and each of the HPX’s independent directors.

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“Regulation S-X” means Regulation S-X promulgated under the Securities Act.

“Rule 144” means Rule 144 under the Securities Act.

“Seacor” means SEACOR Holdings Inc., a Delaware corporation.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Deed of Debentures” means the deed of debentures governing the Second Issuance of Debentures, dated as of September 16, 2022, entered into by and among Emergencia, Oliveira Trust Distribuidora de Títulos e Valores Mobiliários, as trustee, and Ambipar, as guarantor.

“Second Effective Time” means the time at which the Second Merger becomes effective.

“Second Extension” means the extension of the deadline by which HPX must complete its initial business combination from November 20, 2022 to March 31, 2023.

“Second Extension Amendment” means an amendment to the Existing Governing Documents to give effect to the Second Extension.

“Second Issuance of Debentures” means the issuance by Emergencia, on September 20, 2022, of an aggregate principal amount of R$250.0 million in a single series of 250,000 unsecured, non-convertible debentures due September 20, 2028, pursuant to the Second Deed of Debentures.

“Second Merger” means the merger of Merger Sub with and into New PubCo pursuant to the Business Combination Agreement, with New PubCo as the surviving entity.

“Second Plan of Merger” means the plan of merger pursuant to which Merger Sub will be merged with and into New PubCo, with New PubCo as the surviving entity.

“Second Plan of Merger Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to authorize the Second Merger and authorize, approve and confirm, in all respects, the Second Plan of Merger.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securities Assignment Agreement” means a securities assignment agreement, dated as of July 23, 2021, by and between Marco Kheirallah (a former director of HPX) and Wolney Betiol (a newly appointed director).

“Shearman” means Shearman & Sterling LLP.

“Skadden” means Skadden, Arps, Slate, Meagher & Flom LLP.

“SPAC” means a special purpose acquisition company.

“Sponsor” means HPX Capital Partners LLC, a Delaware limited liability company.

“Sponsor IPO Letter Agreement” means a letter agreement, dated July 15, 2020, by and between HPX and Sponsor, pursuant to which the Sponsor has agreed, in partial consideration of receiving the Founder Shares and for the covenants and commitments of HPX therein, to waive its redemption rights with respect to its Founder Shares and any public shares the Sponsor may have acquired after our IPO in connection with the completion of the Business Combination.

“Sponsor Letter Agreement” means the letter agreement, dated as of July 5, 2022, by and among Sponsor, HPX, New PubCo, Ambipar and the Insiders, pursuant to which, among other things, the Sponsor and the Insiders agreed to effectuate the Sponsor Recapitalization, vote all of their Founder Shares in favor of the Business Combination, the related transactions contemplated pursuant thereto and any Extension and to take certain other actions in support of the Business Combination Agreement and related transactions and any Extension.

“Sponsor Recapitalization” means, pursuant to the Sponsor Letter Agreement and immediately prior to the consummation of the First Merger, the exchange and conversion of (i) 6,245,000 Founder Shares

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held by Sponsor for 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), (ii) 7,060,000 HPX Private Placement Warrants held by Sponsor for 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), and (iii) 60,000 Founder Shares held by the Insiders (20,000 held by each) for an equal number of HPX Class A Ordinary Shares. The number of HPX Class A Ordinary Shares and HPX Private Placement Warrants issued to the Sponsor in connection with the Sponsor Recapitalization reflects negotiations with Ambipar as to the post-Closing ownership of the Sponsor in New PubCo as well as the fact that in consideration of the agreements of the PIPE Investors and the Non-Redeeming Shareholders set forth in the Subscription Agreements and the Non-Redemption Agreements, respectively (or, in the case of Cygnus Fund Icon, the Cygnus Subscription Agreement, as the case may be), New PubCo has agreed to issue to the PIPE Investors and the Non-Redeeming Shareholders, on or promptly following the Closing Date, (i) an aggregate of 2,717,500 New PubCo Warrants and (ii) and aggregate of 1,887,000 additional New PubCo Class A Ordinary Shares.

“STB” means Simpson Thacher & Bartlett LLP.

“Subscription Agreements” mean the subscription agreements, entered into by HPX, New PubCo and each of the PIPE Investors in connection with the PIPE Financing. For the avoidance of doubt, for purposes of this proxy statement/prospectus, the term “Subscription Agreement” shall be deemed not to refer to the Cygnus Subscription Agreement, assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement.

“Transaction Proposals” means the following proposals in favor of which HPX will ask its shareholders to vote at the HPX extraordinary general meeting of shareholders: (i) the Business Combination Proposal, (ii) the Merger Proposals, (iii) the Governing Documents Proposals, and (iv) the Adjournment Proposal.

“transfer agent” means Continental, HPX’s transfer agent.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the HPX Private Placement Warrants.

“units” means the units issued in connection with the IPO, each of which consisted of one HPX Class A Ordinary Share and one-half of one HPX Public Warrant.

“U.S. GAAP” means United States generally accepted accounting principles.

“U.S. Holder” means a beneficial owner of HPX Class A Ordinary Shares or New PubCo Class A Ordinary Shares (as the case may be) who or that is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (a) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) it has a valid election in place to be treated as a U.S. person.

“Voting and Support Agreement” means the voting and support agreement, dated as of July 5, 2022, by and between Ambipar and HPX.

“Waiver Letter” means a formal a waiver letter, dated as of August 19, 2022, executed by and between HPX and Credit Suisse.

“Warrant Agreement” means the warrant agreement dated as of July 15, 2020, governing the outstanding HPX Warrants.

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“Witt O’Brien’s” means Witt O’Brien’s, LLC, a Delaware limited liability company, and its subsidiaries, taken as a whole.

“WOB Acquisition” means the purchase by Ambipar Holding USA, Inc. from the WOB Sellers of all issued and outstanding membership interests in Witt O’Brien’s, LLC for cash in accordance with the WOB SPA.

“WOB Sellers” means ORM Holdings Inc., a Delaware corporation, and ORM Holdings II LLC, a Delaware limited liability company.

“WOB SPA” means the purchase and sale agreement by and among the WOB Sellers, Seacor and Ambipar Holding USA, Inc., dated as of September 13, 2022, in connection with the WOB Acquisition.

“Working Capital Loans” means loans made available to HPX by the Sponsor or an affiliate of the Sponsor or certain of HPX’s officers and directors to fund working capital deficiencies or finance transaction costs in connection with a business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such Working Capital Loans may be convertible into Working Capital Warrants, at a price of $1.00 per warrant, at the option of the lender. The Working Capital Warrants would be identical to the HPX Private Placement Warrants.

“Working Capital Warrants” means the warrants that may be issued by HPX upon conversion of the Working Capital Loans.

“XP Non-Redeeming Shareholder” means Trend HPX SPAC FIA IE, represented by its investment manager XP Allocation Asset Management Ltda.

“XP Non-Redemption Agreement” means a certain non-redemption agreement, dated as of July 5, 2022, by HPX, New PubCo and the XP Non-Redeeming Shareholder, pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrant, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

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FINANCIAL STATEMENT PRESENTATION

New PubCo

New PubCo was incorporated by Ambipar under the laws of the Cayman Islands on May 3, 2022 for the purpose of effectuating the Business Combination described herein. As of the date hereof, New PubCo has no material assets and does not operate any businesses. Accordingly, no financial statements of New PubCo have been included in this proxy statement/prospectus. The Business Combination will result in (i) the merger of the blank check company, HPX, with and into New PubCo, with a conversion of the shares and warrants issued by HPX into those of New PubCo, and immediately thereafter, (ii) the merger of Merger Sub with and into New PubCo, with a conversion of the shares issued by Merger Sub into those of New PubCo. Upon completion of the Business Combination, Emergencia will become a wholly-owned subsidiary of New PubCo.

HPX does not meet the definition of a “business” pursuant to IFRS 3 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of IFRS 3, Business Combinations; rather, the Business Combination will be accounted for as a capital reorganization in accordance with IFRS 2, Share-Based Payments.

Following the Business Combination, Emergencia will be a wholly owned subsidiary of New PubCo.

Emergencia

As a result of the Business Combination being accounted for as a capital reorganization, Emergencia will be deemed to be the accounting predecessor of New PubCo. The accounting predecessor has a direct voting interest or a variable interest in the Group Companies’ activities and operations that result in revenues, expenses, assets and liabilities.

The unaudited interim condensed consolidated financial statements of Emergencia as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 and the audited combined financial statements of Emergencia as of December 31, 2021, December 31, 2020 and January 1, 2020 and for each of the two years in the period ended December 31, 2021 are included in this proxy statement/prospectus. Emergencia has applied IFRS for the first time for the year December 31, 2021 with a transition date of January 1, 2020. The transition to IFRS is more fully described in Note 3 to the Emergencia’s audited combined financial statements, which are included elsewhere in the proxy statement/prospectus.

HPX

The unaudited condensed financial statements of HPX as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 and the audited financial statements of HPX as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020, are included in this proxy statement/prospectus.

Witt O’Brien’s

On October 24, 2022, Ambipar USA, Emergencia’s wholly owned subsidiary, acquired all of the issued and outstanding membership interests in Witt O’Brien’s. The unaudited consolidated financial statements of Witt O’Brien’s as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, and the audited consolidated financial statements of Witt O’Brien’s for the Successor Period April 15, 2021 through December 31, 2021 and the Predecessor Period January 1, 2021 through April 14, 2021 and the year ended December 31, 2020 are included in this proxy statement/prospectus.

On April 15, 2021, Witt O’Brien’s parent company, Seacor, was acquired by funds affiliated with American Industrial Partners in an all cash transaction. As a consequence of the change in ownership, accounting principles generally accepted in the United States require an allocation of the purchase consideration to the fair value of the acquired assets and liabilities as of the merger date, April 15, 2021. References to Predecessor in the consolidated financial statements are in reference to reporting dates through April 14, 2021 (the “Predecessor Period”). References to Successor in the consolidated financial statements are in reference to reporting dates on or after April 15, 2021 (the “Successor Period”). As such, the financial information for the Successor Period is presented on a basis different from, and is therefore not necessarily comparable to, the financial information for the Predecessor Period as of December 31, 2020 and the period January 1, 2021 through April 14, 2021, and the year ended December 31, 2020.

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IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES

To evaluate the performance of its business, Emergencia’s management relies on both its results of operations recorded in accordance with IFRS and certain non-GAAP financial measures, including EBITDA, EBITDA Margin, return on invested capital (“ROIC”), Free Cash Flow and Cash Conversion Rate. Emergencia’s management believes that these measures provide investors with a supplemental measure of the operating performance and financial results of Emergencia’s core operations that facilitates period-to-period comparisons on a consistent basis. These measures are not defined or calculated under principles, standards or rules that comprise IFRS or U.S. GAAP and have important limitations as analytical tools. Accordingly, the non-GAAP financial measures Emergencia uses and refers to should not be viewed as a substitute for Emergencia’s combined financial statements prepared and presented in accordance with IFRS or any other performance measure derived in accordance with IFRS, and we encourage you not to rely on any single financial measure to evaluate our business, financial condition or results of operations.

Emergencia’s definition of EBITDA, EBITDA Margin, ROIC, Free Cash Flow and Cash Conversion Rate are specific to its business and you should not assume that these definitions are comparable to similarly titled financial measures of other companies. These financial measures should be viewed as supplemental to, and not substitutive for, Emergencia’s financial statements included elsewhere in this proxy statement/prospectus. Because this financial information is not prepared in accordance with IFRS, you are cautioned not to place undue reliance on this information.

For a reconciliation of these non-GAAP measures to the most directly comparable IFRS measures, see “Selected Historical Financial Data of Emergencia — Reconciliation of Non-GAAP Financial Measures.”

EBITDA and EBITDA Margin

Emergencia calculates EBITDA as profit (loss) for the period plus income tax and social contribution plus net finance cost/revenue plus depreciation and amortization expenses, in each case for the relevant period. Emergencia’s management believes that EBITDA is a useful indicator of Emergencia’s operating performance because it evidences the results deriving directly from Emergencia’s core activities and improves comparability with Emergencia’s performance over time. Also, Emergencia’s management believes that EBITDA is a useful indicator of Emergencia’s capacity to comply with our obligations and obtain financing for our investments and working capital.

Emergencia calculates EBITDA Margin as EBITDA for the relevant period divided by net revenue for the relevant period. Emergencia’s management believes that EBITDA Margin is a useful indicator of the performance of Emergencia’s core activities, in relative terms.

Although EBITDA and EBITDA Margin are commonly used as a measure of operating performance, definitions of EBITDA and EBITDA Margin differ, and Emergencia’s computation of EBITDA and EBITDA Margin may not be comparable to other similarly titled measures of other companies.

ROIC

Emergencia calculates ROIC as net operating profit after tax for the relevant period divided by invested capital. Emergencia defines net operating profit after tax as operating profit for the relevant period minus income tax adjustment. Income tax adjustment is defined as operating profit for the relevant period multiplied by Emergencia’s effective tax rate for the relevant period, the numerator of which is income tax and social contribution and the denominator of which is profit before tax. Emergencia defines invested capital as total shareholders’ equity minus goodwill minus intangibles assets plus current and non-current loans and financing plus debentures plus non-current related party loans liabilities plus current and non-current obligations from acquisition of investment plus dividend payable minus cash and cash equivalents minus non-current related party loans assets. Emergencia’s management believes ROIC is a meaningful measure because it measures capital efficiency by quantifying how well Emergencia generates operating profit relative to the capital that has been invested in Emergencia’s business and illustrates the profitability of a business or project taking into account the capital invested. Emergencia’s management uses ROIC to assist them in capital resource allocation decisions and in evaluating business performance. Although ROIC is commonly

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used as a measure of capital efficiency, definitions of ROIC differ, and Emergencia’s computation of ROIC may not be comparable to other similarly titled measures of other companies.

Free Cash Flow and Cash Conversion Rate

Emergencia calculates Free Cash Flow as EBITDA for the relevant period minus change in working capital minus acquisition of property, plant and equipment and intangible assets. Change in working capital is calculated as the sum of changes in current assets and liabilities affecting the cash generated from operating activities in the statements of cash flow. Emergencia’s management believes that Free Cash Flow, which measures the ability to generate additional cash from business operations, is an important financial measure for use in evaluating Emergencia’s financial performance and ability to reduce debt, fund acquisitions and fund growth initiatives.

Emergencia calculates Cash Conversion Rate as Free Cash Flow for the period divided by EBITDA for the period. Emergencia’s management believes that Cash Conversion Rate is a useful indicator of Emergencia’s cash generation and efficiency in converting its operating profit into cash.

Emergencia’s calculation of Free Cash Flow and Cash Conversion Rate may be different from the calculation used by other companies, including Emergencia’s competitors in the industry, and therefore, Emergencia’s measures may not be comparable to those of other companies.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Emergencia’s industry and the regions in which it operates, including Emergencia’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to Emergencia. While Emergencia has compiled, extracted, and reproduced industry data from these sources, Emergencia has not independently verified the data. Similarly, internal surveys, industry forecasts and market research, which Emergencia believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While Emergencia believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise and the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of Emergencia’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Summary of the Proxy Statement/Prospectus,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements; Market and Other Industry Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia” and “Certain Unaudited Projected Financial Information” in this proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS; MARKET AND OTHER INDUSTRY DATA

This proxy statement/prospectus contains a number of forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding Emergencia’s, HPX’s or New PubCo’s future financial position, results of operations, business strategy and plans and objectives of management for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

Forward-looking statements include, without limitation, Emergencia’s or HPX’s expectations concerning the outlook for their or New PubCo’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of New PubCo as set forth in this proxy statement/prospectus. Forward-looking statements also include statements regarding the expected benefits of the Business Combination.

The forward-looking statements are based on the current expectations of the management of Emergencia and HPX, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by HPX and the following important factors:

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the risk that the Business Combination may not be completed in a timely manner or at all;

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the risk that the proposed Business Combination disrupts current plans for the expansion of Emergencia’s operations through acquisitions as a result of the announcement and/or consummation of the transactions contemplated by the Business Combination Agreement;

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the failure to satisfy the conditions to the consummation of the Business Combination;

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the incurrence of significant costs in connection with and following the Business Combination;

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the inability to complete the transactions contemplated by the Business Combination Agreement;

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the inability to complete the PIPE Financing or the Ambipar PIPE Financing;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

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the amount of HPX shareholder redemption requests made by HPX shareholders;

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the election of the Sponsor, Emergencia, their or HPX’s respective affiliates to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination;

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the ability to recognize the anticipated benefits of the Business Combination;

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the ability to implement Emergencia’s inorganic growth strategy, including with respect to the WOB Acquisition, and realize the expected benefits from recent or potential future acquisitions and other expectations after the consummation of the Business Combination;

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market interest rates, including their impacts on Emergencia’s ability to comply with certain financial and operating covenants in its debentures and its ability to finance acquisitions through indebtedness while managing its liquidity risks;

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risks associated with macroeconomic uncertainty and geopolitical risk, including the outcome and consequences of the 2022 presidential elections in Brazil and impacts of the ongoing conflict between Russia and Ukraine, which would limit Emergencia’s ability to grow its business and expand to new countries;

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changes in applicable laws or regulations;

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the possibility that Emergencia and/or HPX may be adversely affected by other economic factors, particularly in Brazil;

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business and/or competitive factors, including consolidation in the sector in which Emergencia operates;

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potential difficulties in retaining Emergencia’s current management team and other key employees and independent contractors, including highly-skilled technical experts;

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Emergencia’s estimates of its future financial performance and ability to execute its business strategy;

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the impact of natural disasters or health epidemics/pandemics, including the ongoing COVID-19 pandemic and its impact on the demand for Emergencia’s services;

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operational and security risks, including as a result of the handling of hazardous substances ;

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risks related to data security and privacy;

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changes to accounting principles and guidelines;

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litigation and regulatory enforcement risks, including as a result of the handling of hazardous substances, which may result in the diversion of management time and attention and the additional costs and demands on Emergencia’s resources, including potential litigation or conflicts regarding the Business Combination;

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the risk that the price of Emergencia’s securities may be volatile;

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unexpected costs or expenses; and

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fluctuations in exchange rates between the Brazilian real and the United States dollar.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Emergencia and HPX prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

New PubCo, Emergencia and HPX caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither New PubCo nor Emergencia nor HPX undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that New PubCo, Emergencia or HPX will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in HPX’s public filings with the SEC or, upon and following the consummation of the Business Combination, in New PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information.”

Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding market size and technology/data adoption rates, is based on the good faith estimates of Emergencia’s management, which in turn are based upon Emergencia’s management’s review of internal surveys, independent industry surveys and publications and other third-party research and publicly available information, as indicated. These data involve a number of assumptions and limitations, and you

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting of shareholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to HPX shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein. Unless the context otherwise requires, all references in this subsection to “HPX,” “we,” “us” or “our” refer to the business of HPX Corp. prior to the consummation of the Business Combination.

Why am I receiving this proxy statement/prospectus?

HPX shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, on the Closing Date, (i) HPX shall merge with and into New PubCo, with New PubCo as the surviving entity, and (ii) following the First Merger, Merger Sub shall merge with and into New PubCo, with New PubCo as the surviving entity.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New PubCo with respect to the New PubCo Class A Ordinary Shares it will issue in the proposed Business Combination and the New PubCo Warrants.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES.

What matters will shareholders consider at the extraordinary general meeting?

At the HPX extraordinary general meeting of shareholders, HPX will ask its shareholders to vote in favor of the following proposals (the “Transaction Proposals”):

•

The Business Combination Proposal — a proposal to approve the transactions contemplated by the Business Combination Agreement, including the Business Combination;

•

The First Plan of Merger Proposal — a proposal by special resolution to approve the First Plan of Merger and the transactions contemplated thereby;

•

The Second Plan of Merger Proposal — a proposal by special resolution to approve the Second Plan of Merger and the transactions contemplated thereby;

•

The Change in Authorized Share Capital Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular a change in the authorized share capital of New PubCo;

•

The Method to Appoint and Elect Directors Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo;

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•

The Other Changes to the Governing Documents Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal; and

•

The Adjournment Proposal — a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting or if HPX shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to closing of the Business Combination would not be satisfied.

For more information, please see “Business Combination Proposal,” “Merger Proposals,” “Governing Documents Proposals” and “Adjournment Proposal.”

What differences will there be between the Proposed Governing Documents and the Existing Governing Documents that shareholders will consider at the extraordinary general meeting?

HPX’s Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New PubCo given that HPX shareholders will, effective as of the consummation of the Business Combination (and assuming such shareholders do not redeem their HPX Class A Ordinary Shares), hold New PubCo Ordinary Shares subject to the Proposed Governing Documents. HPX’s shareholders are asked to consider and vote upon and to approve by ordinary resolution three separate proposals (the Change in Authorized Share Capital Proposal, the Method to Appoint and Elect Directors Proposal and the Other Changes to the Governing Documents Proposal) in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents, which Proposed Governing Documents differ materially from the Existing Governing Documents:

	Existing Governing Documents of HPX			Proposed Governing Documents of New PubCo
	Authorized Share Capital (Governing Documents Proposal 3A)
	HPX authorized share capital is $55,500 divided into (i) 500,000,000 HPX Class A ordinary shares, $0.0001 par value each, (ii) 50,000,000 HPX Class B ordinary shares, $0.0001 par value each, and (iii) 5,000,000 undesignated preference shares, $0.0001 par value each			New PubCo authorized share capital will be US$50,000 divided into (i) 250,000,000 New PubCo Class A Ordinary Shares, par value $0.0001 per New PubCo Class A Ordinary Share, (ii) 150,000,000 New PubCo Class B Ordinary Shares, par value $0.0001 per New PubCo Class B Ordinary Share, and (iii) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Documents. Every holder of New PubCo Class A Ordinary Shares, present in person or by proxy and entitled to vote thereon, shall be entitled to one vote in respect of each New PubCo Class A Ordinary Share held by them. Each New PubCo Class B Ordinary Share will be entitled to 10 votes per share compared with one vote per share for New PubCo Class A Ordinary Shares.
	Method to Appoint and Elect Directors (Governing Documents Proposal 3B)
	Prior to the closing of an initial business combination, HPX may appoint or remove any			The Proposed Governing Documents provide that director nominees must be elected by an ordinary

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	Existing Governing Documents of HPX			Proposed Governing Documents of New PubCo
	director by ordinary resolutions of the holders of HPX Class B Ordinary Shares. Prior to the closing of an initial business combination, holders of the HPX Class A Ordinary Shares have no right to vote on the appointment or removal of any director			resolution of the holders of New PubCo Ordinary Shares in accordance with the Articles at each annual general meeting of New PubCo to fill the seats of those directors whose terms expire at such annual general meeting and the persons to stand for election at each annual general meeting of New PubCo shall be nominated by the directors. Under the terms of the Business Combination Agreement, immediately following the Closing, New PubCo’s board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five
				individuals to be designated by Ambipar, (ii) one individual to be designated by the Sponsor, provided that such director so designated shall also qualify as “independent” under Rule 10A-3 of the Exchange Act and (iii) one individual to be designated by Opportunity Agro Fund, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents. With respect to the election of the New PubCo board of directors, under the terms of the Articles, Ambipar will have the right to nominate, appoint and remove the members of New PubCo’s board of directors as follows, (i) for so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least fifty percent (50%) of the total voting power of all shares, then Ambipar shall be entitled to nominate at least a majority of the directors to the board of directors; provided that at least one out of such directors shall qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act and shall also be appointed as a member of the audit committee; provided, further, that if more than one director nominated by Ambipar shall be appointed as a member of the audit committee, such member shall also qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act should the applicable rules and regulations so require; or (ii) for so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least twenty five percent (25%), but less than fifty percent (50%), of the total voting power of all shares, then Ambipar shall be entitled to nominate at least one-third of the directors to the board of directors. Ambipar will own all of the outstanding New PubCo Class B Ordinary Shares. For so long as the Sponsor is subject to the transfer restrictions with respect to its New PubCo Class A Ordinary Shares pursuant to the terms of the Investor Rights

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	Existing Governing Documents of HPX			Proposed Governing Documents of New PubCo
				Agreement, the Sponsor shall be entitled to nominate one director by written notice served upon New PubCo; provided that such Sponsor director shall qualify as an independent director. The Sponsor director shall also be appointed as a member of the audit committee, provided that the Sponsor director shall be considered an independent director pursuant to Rule 10A-3 under the Exchange Act. For so long as Opportunity Agro Fund shall hold at least fifty percent (50%) of the New PubCo Class A Ordinary Share voting power held by Opportunity Agro Fund immediately after Closing, Opportunity Agro Fund shall be entitled to nominate one director by written notice served upon the New PubCo.
				Each of Ambipar, the Sponsor and Opportunity Agro Fund, as applicable, shall have the exclusive right to appoint and remove the respective directors appointed by it, and appoint replacement directors. Any such directors shall be nominated, appointed and removed only by Ambipar, the Sponsor or Opportunity Agro Fund, as the case may be, by written notice served upon New PubCo. Such appointment or removal by Ambipar, the Sponsor or Opportunity Agro Fund, as applicable, shall have immediate effect when the notice is served, or take effect at such later time as may be stated in such notice. Each director shall hold office for such term as the resolution appointing him may determine or until his vacation of office as a director or the director’s removal in accordance with the Proposed Governing Documents notwithstanding any agreement between New PubCo and such director. Directors are eligible for re-election.
	Other Changes in Connection with Adoption of the Proposed Governing Documents (Governing Documents Proposal 3C)
	The Existing Governing Documents include provisions related to HPX’s status as a blank check company prior to the consummation of a business combination			The Proposed Governing Documents do not include such provisions related to a blank check company, because following the consummation of the Business Combination, New PubCo will not be a blank check company. The Proposed Governing Documents do not contain the requirement to dissolve New PubCo allowing it to continue as a corporate entity with perpetual existence following the Business Combination.

Are any of the proposals conditioned on one another?

Yes. The Closing of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Merger Proposals and the Governing Documents Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that any of the Business

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Combination Proposal, the Merger Proposals and the Governing Documents Proposals is not approved, then HPX will not consummate the Business Combination. If HPX does not consummate the Business Combination and fails to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), HPX will be required to dissolve and liquidate.

Why is HPX proposing the Business Combination Proposal?

HPX is a blank check company incorporated on March 20, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. While we may pursue an initial business combination opportunity in any industry, sector or geographic region, we intend to capitalize on the ability of our management team to identify and complete our initial business combination with a target business in Brazil in an industry in which our management team has previous operational and investment experience or in an industry which would benefit from long-term growth in the Brazilian economy. Additionally, we plan to seek a target business in Brazil that has an international expansion plan as part of its overall growth strategy and can leverage our management team’s experience in operating in global markets. HPX is not permitted under the Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. HPX has identified several general criteria and guidelines it believes are important in analyzing prospective target businesses for a business combination. HPX has sought a target that it believes:

•

is a leading player or has high-quality assets within the Brazilian economy;

•

is fundamentally sound with historically consistent operational performance and free cash flow generation but is underperforming its potential;

•

exhibits unrecognized value or other characteristics that we believe have been misvalued by the marketplace;

•

is at an inflection point, such as requiring additional capital or expertise, where we believe we can drive improved financial performance;

•

offers opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;

•

has the potential to further improve its performance based on our founders’ knowledge of the target’s industry, proven operational strategies, and past experiences in profitably scaling businesses;

•

has an international expansion plan as part of its overall growth strategy and can leverage our management team’s operational experience in global markets; and

•

offers an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

Based on its due diligence of Emergencia and the industry in which it operates, including the financial and other information provided by Emergencia in the course of negotiations, the HPX Board believes that Emergencia meets the criteria and guidelines listed above. However, there is no assurance that Emergencia will meet such criteria and guidelines following the Business Combination. See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination.”

Although the HPX Board believes that the Business Combination with Emergencia presents an attractive business combination opportunity and is in the best interests of HPX and HPX shareholders, the HPX Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination,” “Risk Factors — Risks Relating to Emergencia’s Business and Industry,” “Risk Factors — Risks Relating to New PubCo” and “Risk Factors — Risks Relating to the Business Combination and HPX.” You should also consider that HPX’s directors and officers have interests in

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the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination.”

What will Ambipar receive in return for the Business Combination with HPX?

Prior to the Closing, Ambipar will contribute its shares of Emergencia into Merger Sub in exchange for Merger Sub Ordinary Shares. At the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share will be cancelled and converted into the right to receive the applicable portion of the Per Share Merger Consideration comprised of New PubCo Class B Ordinary Shares, which will carry voting rights in the form of 10 votes per share, as determined in accordance with the Per Share Merger Consideration.

In addition, Ambipar will be issued up to an additional 11,000,000 Earn-Out Shares, as follows: (i) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $17.00 over any 20 trading days (as defined in the Business Combination Agreement) within any consecutive 30 trading day period, 50% of the Earn-Out Shares will be issued; and (ii) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the Earn-Out Shares will be issued.

What is Emergencia?

Founded in 2008 as part of the Ambipar Group, Emergencia is a leading environmental, emergency response and industrial field service provider in Brazil with presence in 16 countries in Latin America, North America, Europe, Africa and Antarctica as of June 30, 2022. Through its international platform, its sophisticated special equipment and its highly qualified personnel, Emergencia provides its customers with a full suite of environmental services organized around prevention, training and emergency response on all transportation modes. Emergencia’s portfolio includes a broad variety of services such as environmental remediation, industrial field services, industrial cleaning of chemical and non-chemical products and of hazardous and non-hazardous waste, consulting services focused on accident prevention and environmental licensing. Emergencia’s diversified customer base of over 10,000 customers as of June 30, 2022 ranges from local to blue chip and multinational companies operating in a wide range of industries, including chemicals, pulp and paper, mining, oil and gas, logistics, power, steel, meatpacking, cement, among others. In 2021 and in the six months ended June 30, 2022, Emergencia executed more than 28,000 and more than 20,000 service deliveries, respectively, among three categories: (i) emergency response and industrial field services; (ii) consulting services focused on accident prevention and environmental licensing; and (iii) training services.

What equity stake will current HPX shareholders and Ambipar have in New PubCo after the Closing?

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share capital would be 28,191,544 HPX Ordinary Shares and (ii) after giving effect to the exercise of all of the HPX Warrants and the Sponsor Recapitalization, but without giving effect to the Business Combination, and assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination other than the redemptions of public shares in connection with the Initial Extension and the Second Extension, HPX’s fully diluted share capital would be 22,163,544 HPX Ordinary Shares (without considering the 20,000 HPX Restricted Stock Units held by Rafael Grisolia). Prior to consummation of the First Merger, the Sponsor and the Insiders will effectuate the Sponsor Recapitalization, as a result of which, (i) all 6,245,000 HPX Class B Ordinary Shares held by the Sponsor will be exchanged for and converted into 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), (ii) all 7,060,000 HPX Private Placement Warrants held by Sponsor will be exchanged for 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), and (iii) 60,000 HPX Class B Ordinary Shares held by the Insiders (20,000 held by each) will be exchanged for and converted into an equal number of HPX Class A Ordinary Shares.

HPX cannot predict how many of its public shareholders will exercise their right to have their HPX Class A Ordinary Shares redeemed for cash. As a result, HPX has elected to provide information under three different redemption scenarios of HPX shares for cash, each of which produce different allocations of total New PubCo equity to be held by holders of HPX Ordinary Shares following the consummation of the Business Combination. The following table illustrates varying estimated ownership levels in New PubCo immediately following the consummation of the Business Combination, based on the three levels of redemptions by HPX public shareholders and the following additional assumptions:

	Share Ownership in New PubCo(1)(2)
	Minimum Redemptions(3)				Intermediate Redemptions(4)				Maximum Redemptions(5)
	Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)
HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)		3.9%		0.5%		2.5%		0.3%		1.1%		0.2%
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(7)(8)(9)		3.4%		0.5%		3.5%		0.5%		3.5%		0.5%
PIPE Investors(6)		22.9%		3.2%		23.2%		3.2%		23.6%		3.2%
Ambipar(10)		69.8%		95.8%		70.8%		96.0%		71.8%		96.2%

(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”

(2)

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is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(6)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(7)

Excludes New PubCo Warrants. For additional information with respect to the dilutive effects of the New PubCo Warrants, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

(8)

Considering the exercise of all New PubCo Warrants, the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) would own (i) 3.8% of New PubCo’s share capital under the minimum redemptions scenario, (ii) 3.8% of New PubCo’s share capital under the intermediate redemptions scenario, and (iii) 3.9% of New PubCo’s share capital under the maximum redemptions scenario.

(9)

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and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(10)

Excludes the Earn-Out Shares. For additional information with respect to the dilutive effects of the Earn-Out Shares, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

How much net proceeds will New PubCo raise in the Business Combination?

The amount of net proceeds that New PubCo will raise in the Business Combination will vary depending on how many HPX public shareholders will exercise their right to have their HPX Class A Ordinary Shares redeemed for cash. HPX has elected to provide information under three different redemption scenarios, each of which produce different amounts of total net proceeds available to New PubCo following the consummation of the Business Combination. The following table illustrates varying estimated net proceeds available to New PubCo immediately following the consummation of the Business Combination, based on the three levels of redemptions by HPX public shareholders and the following additional assumptions:

	New PubCo Net Proceeds to the Balance Sheet (US$)
	Minimum Redemptions(1)		Intermediate Redemptions(2)		Maximum Redemptions(3)
Funding available from PIPE Financing(4)		111,500,000		111,500,000		111,500,000
Funding available from Non-Redeeming Shareholders(4)		6,000,000		6,000,000		6,000,000
Funding available from Ambipar Debt Conversion(5)		50,500,000		50,500,000		50,500,000
Funding available from HPX public shareholders(6)		15,765,440		7,882,720		0
(=)Total Funding		183,765,440		175,882,720		168,000,000
(-) Deal expenses(7)		18,000,000		18,000,000		18,000,000
(=) Total Net Proceeds		165,765,440		157,882,720		150,000,000

(1)

(2)

(3)

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contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of any Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(4)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, its funding is considered among “Funding available from Non-Redeeming Shareholders” and not among “Funding available from PIPE Financing” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

On July 5, 2022, Ambipar and Emergencia entered into the Ambipar Intercompany Loan Agreement, pursuant to which Ambipar formalized the disbursement to Emergencia of an aggregate amount of R$317,094,454.24. According to the Ambipar Intercompany Loan Agreement, Ambipar may elect, at any time prior to the termination of this agreement and at its sole discretion, to convert the amount (as expressed in Brazilian reais) equivalent to US$50,500,000.00 into Emergencia’s equity, as consideration for the subscription and purchase of 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share pursuant to the Ambipar Subscription Agreement.

(6)

For purposes of this table, HPX public shareholders exclude the Non-Redeeming Shareholders, which are separately presented in this table under “Funding available from Non-Redeeming Shareholders.” In addition, this table assumes that the XP Non-Redeeming Shareholder will redeem all of its HPX Class A Ordinary Shares in connection with the Business Combination.

(7)

Consists of PIPE commissions and expenses with auditors, financial, legal, accounting and other advisors and due diligence.

The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

What are the material differences in the rights of shareholders as a result of the dual class structure?

The New PubCo Class B Ordinary Shares will carry voting rights in the form of 10 votes per share, while the New PubCo Class A Ordinary Shares will have one vote per share.

New PubCo Class B Ordinary Shares are expected to be issued to Ambipar subsequent to the Pre-Closing Exchange and in connection with the consummation of the Business Combination, through which Ambipar will exchange its shares of Emergencia for the New PubCo Class B Ordinary Shares and Ambipar will also receive New PubCo Class B Ordinary Shares in connection with the Ambipar Subscription Agreement.

Immediately following the consummation of the Business Combination, Ambipar will, as the sole holder of the New PubCo Class B Ordinary Shares, have 95.8% of the voting power of New PubCo under the minimum redemption scenario (i.e., assuming that none of HPX’s public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares, but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension) and with such majority, will be able to control matters submitted to New PubCo’s shareholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets and other major corporate transactions.

Who will be the executive officers and directors of New PubCo if the Business Combination is consummated?

The Business Combination Agreement provides that, immediately following the Closing, New PubCo’s

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board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five individuals to be designated by Ambipar (ii) one individual to be designated by the Sponsor, provided, that such director so designated shall qualify as “independent” under Rule 10A-3 of the Exchange Act and (iii) one individual to be designated by Opportunity Agro Fund, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents. The directors of New PubCo will include Tercio Borlenghi Junior and Carlos Piani. See “New PubCo Management Following the Business Combination — Board of Directors.”

New PubCo’s executive team following the Closing is expected to be comprised of Yuri Keiserman as Chief Executive Officer, Rafael Santo as Chief Financial Officer, Guilherme Borlenghi as Chief Operational Officer, Pedro Petersen as Chief Investor Relations Officer, Dennys Spencer as President Brazil, Pablo Pinochet as President Latin America, Shannon Riley as President North America and Martin Lehane as President Europe.

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Business Combination Agreement, including that HPX’s shareholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposals to Be Considered By HPX’s Shareholders — The Business Combination Agreement.”

What happens if I sell my shares of HPX Ordinary Shares before the extraordinary general meeting of shareholders?
A:

The record date for the extraordinary general meeting of shareholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of HPX Ordinary Shares after the record date, but before the extraordinary general meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting of shareholders. However, you will not be entitled to receive any New PubCo Ordinary Shares following the Closing because only HPX’s shareholders on the date of the Closing will be entitled to receive New PubCo Ordinary Shares in connection with the Closing.

What vote is required to approve the proposals presented at the extraordinary general meeting of shareholders?

The approval of each of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least a two-thirds (2/3) of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Accordingly, an HPX shareholder’s failure to vote by proxy or to vote in person at the extraordinary general meeting of shareholders, an abstention from voting or a broker non-vote will have no effect on any of the Business Combination Proposal, the Merger Proposals and the Governing Documents Proposals. For purposes of approval, an abstention or failure to vote will have no effect on the Adjournment Proposal.

Does Ambipar need to approve the Business Combination?

Following the execution of the Business Combination Agreement, Emergencia delivered to HPX a copy of the minutes of Ambipar’s resolutions, confirming an irrevocable approval by such shareholder of the Business Combination and the Pre-Closing Exchange. In addition, subsequent to the execution and delivery of the Business Combination Agreement, Ambipar agreed to perform the Pre-Closing Exchange, including voting in favor of the relevant matters and the exchange of its Emergencia Ordinary Shares for the Merger Sub Ordinary Shares. For the avoidance of doubt, the approval by Ambipar, as the sole shareholder of Emergencia, Merger Sub and New PubCo, of the necessary matters required to be approved in connection with the execution, delivery and performance by Emergencia,

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Merger Sub and New PubCo of the Business Combination Agreement and each ancillary document that each of Emergencia, New PubCo and Merger Sub has executed or delivered or is to execute or deliver pursuant to the Business Combination Agreement, and the consummation of the Business Combination, is a closing condition to the Business Combination and is yet to be provided by Ambipar prior to Closing.

Will HPX or New PubCo issue additional equity securities in connection with the consummation of the Business Combination?

In connection with the Business Combination, HPX and New PubCo entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors collectively agreed to subscribe for and purchase, and New PubCo agreed to issue and sell to the PIPE Investors, an aggregate of 11,150,000 New PubCo Class A Ordinary Shares, for an aggregate purchase price of $111,500,000. The New PubCo Class A Ordinary Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New PubCo will grant the PIPE Investors certain customary registration rights in connection with the PIPE Financing.

Moreover, in consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares and 2,567,500 of New PubCo Warrants to such PIPE Investors on or promptly following Closing, with Opportunity Agro Fund being issued 1,810,000 additional New PubCo Class A Ordinary Shares and 2,280,000 New PubCo Warrants pursuant to the Opportunity Subscription Agreement. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

Similarly, in consideration of the commitment by the Non-Redeeming Shareholders to vote in favor of any Extension and the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares pursuant to the Non-Redemption Agreements, New PubCo has agreed to issue an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants, in each case to be issued by New PubCo to such Non-Redeeming Shareholders at or promptly following the Closing. Further, in connection with the Cygnus Option, whether Cygnus Fund Icon chooses to be bound by the Cygnus Non-Redemption Agreement or by the Cygnus Subscription Agreement, (x) at Closing, Cygnus will be issued 300,000 New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants plus (y) in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Non-Redemption Agreement or the Cygnus Subscription Agreements, as the case may be, New PubCo has agreed to issue to Cygnus Fund Icon, at or promptly following the Closing, an additional 13,200 New PubCo Class A Ordinary Shares and 75,000 New PubCo Warrants, to be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Cygnus Fund Icon, as the case may be, to $9.58 per share. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Cygnus Fund Icon, as the case may be, further to $9.49 per share. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

In addition, pursuant to and subject to the terms and conditions of the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary

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Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

How many votes do I have at the extraordinary general meeting of shareholders?

HPX’s shareholders are entitled to one vote at the extraordinary general meeting for each share of HPX Ordinary Shares held of record as of the record date. As of the close of business on the record date, there were 8,481,544 outstanding shares of HPX Ordinary Shares.

How will the Sponsor vote?

The Sponsor, which owns 6,245,000 HPX Class B Ordinary Shares, has agreed pursuant to the Sponsor Letter Agreement to, among other things, vote those shares in favor of the Business Combination Agreement, the transactions and related transaction agreements contemplated pursuant thereto, and the other matters contemplated to be approved in the and the Business Combination Agreement on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately 73.6% of the issued and outstanding HPX Ordinary Shares.

Assuming only a majority of all the HPX Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting or by proxy, including the Sponsor, which is subject to the voting obligations under the Sponsor Letter Agreement, none of the HPX Ordinary Shares not held by the Sponsor need to be voted in favor to approve either one of the Business Combination Proposal, the Adjournment Proposal, the Merger Proposals and the Governing Documents Proposals because the Sponsor owns approximately 73.6% of the issued and outstanding HPX Ordinary Shares.

Assuming all the HPX Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting or by proxy, including the Sponsor, which is subject to the voting obligations under the Sponsor Letter Agreement, (i) 4,240,773 HPX Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Governing Document Proposal and the Adjournment Proposal (which require the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 4,240,773 HPX Ordinary Shares, none of the HPX Ordinary Shares not held by the Sponsor need to be voted in favor to approve the Business Combination Proposal, the Governing Document Proposal and the Adjournment Proposal, and (ii) 5,654,363 HPX Ordinary Shares will need to be voted in favor of the Merger Proposals (each of which requires the affirmative vote of holders of a majority of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting), and of these 5,654,363 HPX Ordinary Shares, none of the HPX Ordinary Shares not held by the Sponsor need to be voted in favor to approve each of the Merger Proposals.

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The Insiders, who own in the aggregate 60,000 HPX Class B Ordinary Shares, are subject to the voting obligations under the Sponsor Letter Agreement, pursuant to which they agreed to vote all of their shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which HPX must complete its business combination.

Likewise, the Non-Redeeming Shareholders, owning in the aggregate 600,000 HPX Class A Ordinary Shares, are subject to the voting obligations of their respective Non-Redemptions Agreements, pursuant to which they agreed to vote all of their shares in favor of the Business Combination Agreement and the transactions contemplated pursuant thereto for which the approval of HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such Non-Redeeming Shareholders hold of record or beneficially; provided, however, that pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus Fund Icon has been granted the Cygnus Option. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and/or other investors who vote, or indicate an intention to vote, against any of the Transaction Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Transaction Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of HPX Class A Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that the required number of holders of HPX Ordinary Shares necessary to approve each proposal, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Transaction Proposals, (2) satisfaction of the Minimum Available Cash Condition, (3) otherwise limiting the number of public shares electing to redeem and (4) HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Financing actually received prior to or substantially concurrently with the Closing) being at least $5,000,001. However, any public shares purchased by the Sponsor or any of its affiliates pursuant to such share purchases or other transactions will not be voted in favor of any of the Transaction Proposals.

Entering into any such arrangements may have a depressive effect on HPX Class A Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. HPX will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of HPX and its shareholders and what he, she or they may believe is best for himself, herself

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or themselves in determining to recommend that shareholders vote for the proposals. In addition, HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

What interests do HPX’s current officers and directors have in the Business Combination?

In considering the recommendation of our board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

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the fact that certain of our directors and officers are principals of our Sponsor;

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the fact that 6,245,000 Founder Shares held by our Sponsor, for which it paid $25,000.00, and 7,060,000 HPX Private Placement Warrants held by our Sponsor will be subject to the Sponsor Recapitalization as a result of which the Sponsor will hold (i) 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), which will convert on a one-for-one basis, into an equal number of New PubCo Class A Ordinary Shares upon the Closing, and (ii) 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens. Likewise, the 60,000 Founders Shares held by the Insiders will also be subject to the Sponsor Recapitalization as a result of which each Insider will hold 20,000 HPX Class A Ordinary Shares, which will convert on a one-for-one basis, into 20,000 New PubCo Class A Ordinary Shares upon the Closing. In addition, Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting. Such shares and units will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New PubCo, or restricted stock units that are settled in New PubCo Class A Ordinary Shares, as the case may be, as described further below and will be worthless if an initial business combination is not consummated:

	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Sponsor(5)		1,860,000		—		$	18,600,000		$	18,358,200
Bernardo Hees(5)		620,000		—		$	6,200,000		$	6,119,400

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	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Carlos Piani(5)		620,000		—		$	6,200,000		$	6,119,400
Rodrigo Xavier(5)		620,000		—		$	6,200,000		$	6,119,400
Marcos Peigo		20,000		—		$	200,000		$	197,400
Wolney Betiol		20,000		—		$	200,000		$	197,400
Salete Pinheiro		20,000		—		$	200,000		$	197,400
Rafael Grisolia		—		20,000		$	200,000		$	197,400

(1)

Interests shown consist solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing. Such shares will automatically convert into New PubCo Class A Ordinary Shares upon the Closing on a one-for-one basis.

(2)

Interests shown consist solely of HPX Restricted Stock Units prior to the First Effective Time. Such HPX Restricted Stock Units will automatically convert into restricted stock units that are settled in New PubCo Class A Ordinary Shares at the First Effective Time and, pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(3)

Assumes a value of $10.00 per Class A Ordinary Share or Restricted Stock Unit, as applicable, the deemed value of the New PubCo Class A Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(4)

Assumes a value of $9.87 per Class A Ordinary Share or Restricted Stock Unit, as applicable, which was the closing price of the HPX Class A Ordinary Shares on the NYSE American on December 2, 2022. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(5)

HPX Capital Partners LLC is the record holder of the shares reported herein. Each of Messrs. Hees, Piani and Xavier indirectly exercises the sole investment and voting power over his one-third interest in the shares held of record by our Sponsor. Therefore, Messrs. Hees, Piani and Xavier may be deemed to have sole investment and voting power over 620,000 HPX Class A Ordinary Shares each (considering the effects of the Sponsor Recapitalization), as reported herein, and each disclaims beneficial ownership of any other HPX Ordinary Shares held of record by our Sponsor.

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the fact that if an initial business combination is not consummated by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $8,400,000 in the aggregate, which investment included $25,000 in value of HPX Class A Ordinary Shares (consisting solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing), valued at an assumed price of $10.00 per share, the value implied by the Business Combination (inclusive of the Sponsor’s initial capital contribution of $25,000), the 7,060,000

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HPX Private Placement Warrants acquired for a purchase price of $7,060,000 in the aggregate, and $1,315,000 outstanding as of the date of this proxy statement/prospectus under two unsecured promissory notes;

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the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 1,860,000 New PubCo Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) that the Sponsor will receive upon conversion of the Founder Shares and considering the Sponsor Recapitalization in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New PubCo Class A Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

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the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if HPX fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

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the fact that in connection with the Business Combination, we entered into the Subscription Agreements with the PIPE Investors, which provide for the purchase by the PIPE Investors of an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000 in a private placement, as well as for the issuance to the PIPE Investors of an aggregate of 2,567,500 New PubCo Warrants and an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares (with Opportunity Agro Fund being issued 2,280,000 New PubCo Warrants and 1,810,000 additional New PubCo Class A Ordinary Shares pursuant to the Opportunity Subscription Agreement), the closing of which will occur substantially concurrently with the Closing. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively;

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the fact that in connection with the Business Combination, we entered into the Ambipar Subscription Agreement with Ambipar, pursuant to which Ambipar committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share, payable by Ambipar either in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement;

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the fact that in connection with the Business Combination, we entered into the Downside Protection Agreements, pursuant to which the DPA Beneficiaries are provided with certain downside protection rights;

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the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act;

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the fact that, as of June 24, 2022, on November 30, 2022 and on January 17, 2023, the Sponsor loaned to HPX an aggregate of $700,000, $205,000 and $410,000, respectively, for working capital purposes and $1,315,000 is outstanding as of the date of this proxy statement/prospectus. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by HPX of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants;

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the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited. As of the date of this proxy statement/prospectus, no such out-of-pocket expenses related to identifying, investigating and consummating a business combination and for which our directors would be awaiting reimbursement have been incurred;

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the fact that pursuant to the Investor Rights Agreement (as defined below), certain holders of registrable securities can demand registration of their registrable securities and will also have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing, whereas they do not have such rights today;

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the potential continuation of certain directors and other persons associated with HPX and Sponsor as directors and in other roles at New PubCo. In particular, Mr. Carlos Piani is nominated to the board of directors of New PubCo, Mr. Bernardo Hees is expected to be nominated to the advisory executive committee of New PubCo, Mr. Rafael Espírito Santo is nominated to be New PubCo’s chief financial officer, and Mr. Pedro Petersen is nominated to be New PubCo’s chief investor relations officer; and

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the continued indemnification of current directors and officers of HPX and the continuation of directors’ and officers’ liability insurance for a period of six years after the Business Combination.

These interests may influence the HPX Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Other Interests in the Business Combination.”

Did the HPX Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

The HPX Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The HPX Board believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The HPX Board also determined, without seeking a valuation from a financial advisor, that Emergencia’s fair market value was at least 80% of HPX’s net assets (excluding deferred underwriting discounts and commissions), based on Ambipar receiving New PubCo Class B Ordinary Shares (valued at $10.00 per share in accordance with convention for transactions by SPACs) compared to HPX’s net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of the HPX Board as described above in valuing the Emergencia business and assuming the risk that the board of directors may not have properly valued such business. You should also read the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX’s Board’s Reasons for Approval of the Business Combination.”

Do I have redemption rights?

If you are a holder of public shares, you may redeem your public shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of HPX’s IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to HPX to pay its franchise and income taxes, upon the consummation of the Business Combination. Holders of the outstanding

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HPX Public Warrants do not have redemption rights with respect to such HPX Public Warrants in connection with the Business Combination. The Sponsor has agreed, in partial consideration of receiving the Founder Shares, to waive its redemption rights with respect to its Founder Shares and any public shares that it may have acquired during or after HPX’s IPO in connection with the completion of HPX’s initial business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $21.9 million on December 2, 2022, the estimated per share redemption price would have been approximately $10.06. This is greater than the $10.00 IPO price of HPX’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to HPX to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account. Furthermore, our Existing Governing Documents provide that in no event will we redeem our public shares in an amount that would cause HPX’s net tangible assets to be less than $5,000,001 following such redemptions.

Holders of our outstanding HPX Warrants will not have redemption rights with respect to such warrants. Assuming maximum redemptions of 1,576,544 HPX Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on NYSE American of $0.38 as of December 2, 2022, the aggregate fair value of HPX Warrants that can be retained by the redeeming shareholders holding such outstanding 1,576,544 HPX Class A Ordinary Shares is $299,543. The actual market price of the HPX Warrants may be higher or lower on the date that an HPX warrantholder seeks to sell such HPX Warrants. Additionally, we cannot assure the HPX warrantholders that they will be able to sell their HPX Warrants in the open market as there may not be sufficient liquidity in such securities when an HPX warrantholder wishes to sell their HPX Warrants. Further, while the level of redemptions of public shares will not directly change the value of the HPX Warrants because the HPX Warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the HPX warrantholder who exercises such HPX Warrants will ultimately own a greater interest in New PubCo because there would be fewer shares outstanding overall. See “Risk Factors — Risks Relating to New PubCo — Following the consummation of the Business Combination, New PubCo Warrants will become exercisable for New PubCo Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.”

Has the HPX Board made any recommendation regarding my exercise of redemption rights?

No. The HPX Board makes no recommendation of any kind regarding the exercise of your redemption right. While the HPX Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” all of the Transaction Proposals, holders of HPX Class A Ordinary Shares must decide on their own whether it is in their best interest to redeem or not redeem their shares in connection with the Business Combination.

If I believe that the value of any New PubCo Class A Ordinary Shares I receive in the Business Combination will be less than the cash I will receive if I redeem my HPX Class A Ordinary Shares, should I vote against the Business Combination?

No. You should only vote against the Business Combination and the other Transaction Proposals if you believe that we will be able to identify, negotiate and consummate an alternative initial business combination with a superior target or on superior terms. If we were to fail to obtain the shareholder approvals required to consummate the Business Combination proposed in this proxy statement/prospectus, we will have only until March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension) to identify, negotiate and consummate an alternative initial business combination, unless we are able to receive another extension from our shareholders. Any extension we obtain would give our public shareholders the right to redeem their shares, which would further reduce the funds in the trust account without a corresponding reduction in the number of warrants, making us less attractive as a merger candidate for potential targets.

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If you believe that the value of any New PubCo Class A Ordinary Shares you receive in the Business Combination will be less than the cash you will receive if you redeem your HPX Class A Ordinary Shares, you should vote for the Business Combination Proposals and the other Transaction Proposals but elect to redeem your HPX Class A Ordinary Shares for the corresponding cash in the Trust Account.

Is there a limit on the number of shares I may redeem?

A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights in an amount of shares exceeding 15% of the public shares. Accordingly, all shares owned by a holder in excess of 15% of the public shares will not be redeemed. On the other hand, a public shareholder who holds less than 15% of the public shares may redeem all of the public shares held by him or her for cash. 600,000 public shares held by the Non-Redeeming Shareholders are not subject to redemption pursuant to the Non-Redemption Agreements, assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of NYSE.

It is a condition to closing under the Business Combination Agreement, however, that HPX satisfies the Minimum Available Cash Condition, after giving effect to the HPX shareholder redemptions and, including the net amount of proceeds actually contributed by the PIPE Investors in accordance with the terms and conditions of the Subscription Agreements upon consummation of the PIPE Financing and after giving effect to the Ambipar PIPE Financing. If redemptions by public shareholders cause HPX to be unable to meet the Minimum Available Cash Condition, then Emergencia will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on February 24, 2023 (two business days before the extraordinary general meeting), (i) submit a written request to HPX’s transfer agent that HPX redeem your public shares for cash, and (ii) tender or deliver your shares (and share certificates (if any) and other redemption forms) to HPX’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, HPX’s transfer agent, is listed under the question “Who can help answer my questions?” below. HPX requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic tender of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are tendered to HPX’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and HPX’s transfer agent will need to act to facilitate the request. It is HPX’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because HPX does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with HPX’s consent, until the vote is taken with respect to the Business Combination. If you tendered your shares for redemption to HPX’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that HPX’s transfer agent return the shares (physically or electronically). You may make such request by contacting HPX’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

What are the U.S. federal income tax consequences of exercising my redemption rights?

It is expected that a U.S. Holder (as defined in the section entitled “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its ordinary shares will generally be treated as selling such ordinary shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “U.S. Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights” for additional information.

All holders considering exercising redemption rights should consult their tax advisors regarding the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

What are the U.S. federal income tax consequences of the First Merger?

As discussed more fully in “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders,” Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion that the First Merger should qualify as a “reorganization” within the meaning of Section 368(a)(l)(F) of the Code. In accordance with such opinion, subject to the limitations and qualifications therein, U.S. Holders of HPX Class A Ordinary Shares should generally not recognize gain or loss for U.S. federal income tax purposes on the First Merger. Nevertheless, because there is no authority directly addressing the treatment for U.S. federal income tax purposes of the particular facts of the First Merger, that treatment is not entirely clear, and it is possible that U.S. Holders of HPX Securities could be required to recognize gain for U.S. federal income tax purposes as a result of the First Merger. Please see the section entitled “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders” for additional information.

All holders of HPX Securities should consult their tax advisors regarding the potential tax consequences to them of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

If I hold HPX Warrants, can I exercise redemption rights with respect to my warrants?

No. There are no redemption rights with respect to the HPX Warrants.

Do I have appraisal rights if I object to the proposed Business Combination?

Under the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger. The Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares. Dissenters’ rights are not available under the Companies Act if an open market for the shares exists on a recognized stock exchange, such as NYSE, for a specified period after a merger is authorized. Regardless of whether dissenters’ rights are or are not available, shareholders can exercise the rights of redemption as set out herein. The HPX Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

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What happens to the funds held in the Trust Account upon consummation of the Business Combination?

If the Business Combination is consummated, the funds held in the Trust Account will be released (i) to pay HPX shareholders who properly exercise their redemption rights and (ii) for general corporate purposes of New PubCo following the Business Combination.

What happens if the Business Combination Proposal is not approved?

If either one of the Business Combination Proposal, the Merger Proposals or the Governing Documents Proposals is not approved, the Business Combination will not be consummated.

What happens if the Business Combination is not consummated?

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposals to Be Considered By HPX’s Shareholders — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, HPX is unable to complete a business combination by March 31, 2023 (or such later date as may be approved by HPX shareholders in connection with an Additional Extension), HPX’s Existing Governing Documents provide that HPX will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to HPX to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HPX’s remaining shareholders and board of directors, dissolve and liquidate, subject in each case to HPX’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — Risks Relating to the Business Combination and HPX — If HPX is unable to complete a business combination or receive shareholder approval for an extension by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), HPX will cease all operations except for the purpose of winding up and HPX will redeem the public shares and liquidate, in which case HPX’s public shareholders may only receive $10.06 per share, or less than such amount in certain circumstances, and the HPX Warrants will expire worthless.” Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding HPX Warrants. Accordingly, the HPX Warrants will expire worthless.

What are the potential impacts on the Business Combination and related transactions resulting from the resignation of Credit Suisse?

Credit Suisse, the underwriter and bookrunner in HPX’s IPO, resigned as a placement agent, ceased to act in any capacity, role or relationship in connection with the PIPE Financing and waived any entitlement to its deferred underwriting fee that accrued from its participation in HPX’s IPO in the amount of $8,855,000 and all right to fees under its Engagement Letter. On August 19, 2022, HPX, Ambipar and Credit Suisse executed a formal termination letter and HPX and Credit Suisse executed the Waiver Letter confirming its resignation effective as of July 5, 2022 and waiver of fees. Credit Suisse did not communicate to HPX the reasons leading to its resignation and waiver of its fees. There is no dispute among HPX and Credit Suisse with respect to Credit Suisse’s placement agency services or its resignation. See “Summary of the Proxy Statement/Prospectus — Recent Developments” and “Risk Factors — Risks Relating to the Business Combination and HPX — Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus.”

As a result of this resignation and the associated waiver of fees, the transaction fees payable by HPX at the consummation of the Business Combination will initially be reduced by $8,855,000. Credit Suisse

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has not received any fees pursuant to the Engagement Letter or the IPO Underwriting Agreement, other than $5,060,000 in underwriting fees paid by HPX to Credit Suisse upon the consummation of HPX’s IPO. The services being provided by Credit Suisse prior to such resignation were substantially complete at the time of its resignation (or in the case of the underwriting services provided by Credit Suisse pursuant to the IPO Underwriting Agreement, at the time of HPX’s initial public offering) and Credit Suisse was not expected to play any role at the Closing. Accordingly, HPX does not expect that the resignation of Credit Suisse will affect the timing or completion of the Business Combination, but will initially reduce the aggregate fees payable at the Closing.

HPX considered engaging additional financial advisors, and on June 27, 2022, HPX engaged EarlyBirdCapital, Inc. (“EarlyBird”) to, among other things, (i) assist HPX in the transaction structuring with respect to the Business Combination, (ii) assist HPX with respect to any necessary Extension, (iii) facilitate meetings with potential equity investors in HPX, (iv) provide financial advisory services in connection with the Business Combination, and (v) assist HPX with NYSE or Nasdaq listing requirements, as applicable. EarlyBird did not provide any valuation analyses to HPX Board in connection with the approval of the Business Combination. As a result of the engagement of EarlyBird, the transaction fees payable by HPX at the consummation of the Business Combination will be increased. Other than any fees paid to EarlyBird, HPX does not expect to incur any additional costs resulting from the resignation of Credit Suisse.

Credit Suisse’s resignation did not impact HPX Board’s analysis of or continued support of the Business Combination. The availability of the PIPE Financing, the Ambipar PIPE Financing, the funds in the Trust Account and any contemplated post-transaction financing arrangements are not impacted by the resignation of Credit Suisse. HPX does not have any other current relationship with Credit Suisse.

Shareholders should not associate Credit Suisse with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of Credit Suisse prior to its resignation in the transactions contemplated by this proxy statement/prospectus. As a result, HPX shareholders may be more likely to elect to redeem their shares, which may have the effect of reducing the proceeds available to New PubCo to achieve its business plan. See “Unaudited Pro Forma Condensed Combined Financial Information.” Credit Suisse’s services were substantially complete at the time of its resignation, and HPX and New PubCo do not expect that the resignation of Credit Suisse will affect the timing or completion of the Business Combination.

When is the Business Combination expected to be completed?

It is currently anticipated that the Business Combination will be consummated promptly following the extraordinary general meeting of shareholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived, including approval by HPX shareholders of the proposals being submitted to them in this proxy statement/prospectus.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal.”

What do I need to do now?

You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you were a holder of record of HPX Ordinary Shares on December 30, 2022, the record date for the extraordinary general meeting of shareholders, you may vote with respect to the applicable proposals in person at the extraordinary general meeting of shareholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in

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“street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting of shareholders and vote in person, obtain a proxy from your broker, bank or nominee.

What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

At the extraordinary general meeting of shareholders, HPX will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have no effect on any of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by HPX without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

Do I need to attend the extraordinary general meeting of shareholders to vote my shares?

No. You are invited to attend the extraordinary general meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the extraordinary general meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage paid envelope. Your vote is important. HPX encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

If I am not going to attend the extraordinary general meeting of shareholders in person, should I return my proxy card instead?

Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of shareholders, but will have no effect on any of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal. However, in no event will a broker non-vote also have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to Morrow Sodali at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902 prior to the vote at the extraordinary general meeting of shareholders, or attend the extraordinary general meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali, provided such revocation is received prior to the vote at the extraordinary general meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage

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account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

What is the quorum requirement for the extraordinary general meeting of shareholders?

Holders of a majority in voting power of HPX Ordinary Shares issued and outstanding and entitled to vote at the extraordinary general meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of HPX’s shareholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the extraordinary general meeting.

As of the record date for the extraordinary general meeting, 4,240,773 HPX Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the extraordinary general meeting of shareholders. In addition, abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the extraordinary general meeting or by proxy, or the presiding officer of the extraordinary general meeting of shareholders, may authorize adjournment of the extraordinary general meeting to another date.

What happens to HPX Warrants I hold if I vote my HPX Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?

Properly exercising your redemption rights as an HPX shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is completed, all of your HPX Warrants will become New PubCo Warrants as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your HPX Warrants, and if HPX does not otherwise consummate an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), HPX will be required to dissolve and liquidate, and your HPX Warrants will expire worthless.

Who will solicit and pay the cost of soliciting proxies?

HPX will pay the cost of soliciting proxies for the extraordinary general meeting. HPX has engaged Morrow Sodali to assist in the solicitation of proxies for the extraordinary general meeting. HPX has agreed to pay Morrow Sodali a fee of $15,000. HPX will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. HPX also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of HPX Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of HPX Ordinary Shares and in obtaining voting instructions from those owners. HPX’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the proxy card you should contact HPX’s proxy solicitor:

Morrow Sodali LLC
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: HPX.info@investor.morrowsodali.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

The following summary highlights material information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. You are urged to read carefully this entire proxy statement/prospectus (including the financial statements and annexes attached hereto) and other documents which are referred to in this proxy statement/prospectus in order to fully understand the Business Combination. See “Where You Can Find More Information” on page 442. Most items in this summary include a page reference directing you to a more complete description of those items. Unless the context otherwise requires, all references in this subsection to “HPX,” “we,” “us” or “our” refer to the business of HPX Corp. prior to the consummation of the Business Combination.

The Parties to the Business Combination

HPX

HPX is a blank check company incorporated as a Cayman Islands exempted company on March 20, 2020, for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, without limitation as to business, industry or sector. The units, HPX Class A Ordinary Shares and HPX Public Warrants are currently listed on NYSE American under the symbols “HPX.U,” “HPX” and “HPX.WS,” respectively.

Executive offices of HPX are located at 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801, and its telephone number is (302) 295-4929.

New PubCo and Merger Sub

Each of New PubCo and Merger Sub is a Cayman Islands exempted company, was incorporated on May 3, 2022 and is a direct wholly-owned subsidiary of Ambipar. Both of New PubCo and Merger Sub will be affiliated with Emergencia prior to the consummation of the Business Combination. Until the consummation of the Business Combination, New PubCo will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments.

In connection with the consummation of the Business Combination, (i) HPX will merge with and into New PubCo, with New PubCo as the surviving entity, and (ii) thereafter Merger Sub will merge with and into New PubCo, with New PubCo as the surviving entity. It is anticipated that, upon completion of the Business Combination, Emergencia will become a wholly-owned subsidiary of New PubCo.

New PubCo has applied for listing under the name “AMBI” to be effective at the time of the consummation of the Business Combination, of the New PubCo Class A Ordinary Shares and New PubCo Warrants on NYSE under the proposed symbols “AMBI” and “AMBIWS,” respectively. New PubCo will not have units traded following the consummation of the Business Combination.

Executive offices of New PubCo and Merger Sub are located at Avenida Angélica, n° 2346, 5th Floor, São Paulo — SP, Brazil, 01228-200, and their telephone number is +55 (11) 3526-3526.

Emergencia

This summary highlights selected information about Emergencia appearing elsewhere in this proxy statement/prospectus. To better understand the Business Combination and proposals to be considered at the extraordinary general meeting, you should read this entire proxy statement/prospectus carefully, including the annexes and the information presented under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia,” “Business of Emergencia” and Emergencia’s combined financial statements and notes thereto.

The Business Combination (Page 232)

Pursuant to the terms of the Business Combination Agreement, Emergencia will become a wholly-owned direct subsidiary of New PubCo. For more information about the Business Combination see

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into one New PubCo Warrant. All shares in the capital of New PubCo that are owned by Ambipar immediately prior to the First Effective Time shall automatically be cancelled at the First Effective Time as a result of the First Merger and no new shares or other consideration shall be delivered in exchange therefor at the First Effective Time.

At the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share will be cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of New PubCo Class B Ordinary Shares, which will carry voting rights in the form of 10 votes per share, as determined in accordance with the Per Share Merger Consideration.

Each holder of New PubCo Class A Ordinary Shares will be entitled to one vote per share and each holder of New PubCo Class B Ordinary Shares will be entitled to 10 votes per share on all matters submitted to them for a vote on all New PubCo Ordinary Shares voting together as a single class (which is the case for most matters). Each New PubCo Class B Ordinary Share is convertible into one New PubCo Class A Ordinary Share (as adjusted for share split, share combination and similar transactions occurring), whereas New PubCo Class A Ordinary Shares are not convertible into New PubCo Class B Ordinary Shares under any circumstances.

See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination” for more information.

Conditions to Complete the Business Combination (Page 248)

Unless waived in writing by both HPX and Emergencia, the obligations of the parties to consummate the Business Combination are subject to the satisfaction of the following conditions at or prior to the First Effective Time:

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at the extraordinary general meeting (including any adjournments thereof), the approval of each of the Business Combination Proposal, the Merger Proposals and the Governing Documents Proposals by HPX shareholders;

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the approval of Ambipar, as the sole shareholder of Emergencia, Merger Sub and New PubCo, of the necessary matters required to be approved in connection with and such other actions contemplated by the Business Combination Agreement shall have been obtained;

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receipt of all necessary pre-Closing governmental authorizations as contemplated by the Business Combination Agreement;

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HPX having net tangible assets of at least $5,000,001 remaining after accounting for the HPX shareholder redemptions;

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the absence of any Legal Requirements enjoining or prohibiting the consummation of the Business Combination and other related transactions;

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the receipt of approval for the New PubCo Class A Ordinary Shares to be listed on the NYSE (or another public stock market or exchange in the United States as may be mutually agreed upon by HPX and Emergencia);

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the effectiveness of the Form F-4 and the absence of any issued or pending stop order by the SEC;

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the delivery to HPX of the Contribution Agreement, duly executed by Ambipar and Merger Sub;

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Emergencia, certain of Emergencia’s subsidiaries and Ambipar shall have entered into the Cost Sharing Agreement;

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The U.K. Secretary of State approving the Pre-Closing Exchange and the Second Merger pursuant to section 13(2) of the United Kingdom National Security and Investment Act 2021 (“NSIA”), and, to the extent required, giving a validation notice pursuant Chapter 4 of the NSIA in relation to any acquisition by Emergencia prior to the date hereof of Ambipar Holdings (UK) Limited; and

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The consent of each holder of a fixed or floating security interest of HPX, New PubCo and Merger Sub, if any, shall have been obtained or the requirement to obtain such consent has been discharged by the Grand Court of the Cayman Islands in accordance with the Companies Act.

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Unless waived by Emergencia in writing, the obligations of Emergencia, New PubCo and Merger Sub to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each the following conditions:

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the representations and warranties of HPX pertaining to corporate organization, capitalization, due authorization, no conflicts, required filings, business activities, HPX Board approval and recommendation, and brokers’ and similar fees being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

•

all other representations and warranties of HPX being true and correct as of the Closing or, if they expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to HPX;

•

each of the covenants of HPX to be performed or complied with as of or prior to the Closing pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

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subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to HPX will have occurred that exists as of the Closing;

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delivery by HPX to Emergencia of a certificate signed by an officer of HPX, dated as of the Closing, certifying that certain conditions have been fulfilled;

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making of appropriate arrangements by HPX to have the Trust Account (less certain amounts paid and to be paid pursuant to the Business Combination Agreement) available to HPX for payments to be made under the Business Combination Agreement at Closing; and

•

the sum of the cash and cash equivalents contained in the Trust Account immediately before the Closing (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon and after deducting the amount required to be paid to our public shareholders who elect to exercise their redemption rights) and the aggregate net proceeds from the PIPE Financing and the Ambipar PIPE Financing be equal to at least $168,000,000 (without considering any payment of Business Combination related transaction expenses).

Unless waived by HPX in writing, the obligations of HPX to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each the following conditions:

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certain representations and warranties of Emergencia, Ambipar, New PubCo and Merger Sub pertaining to corporate organization, New PubCo and Merger Sub, Emergencia’s subsidiaries, due authorization, no conflicts, required filings and brokers’ and similar fees being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

•

the representations and warranties of Emergencia and Ambipar pertaining to ownership of all outstanding Emergencia Ordinary Shares being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date, other than deviations reflected on a closing payments schedule to be delivered pursuant to the Business Combination Agreement prior to Closing;

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all other representations and warranties of Emergencia, New PubCo and Merger Sub being true and correct as of the Closing or, if they expressly relate to an earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to Emergencia;

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each of the covenants of Emergencia, New PubCo and Merger Sub to be performed or complied with as of or prior to the Closing pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

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subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to Emergencia will have occurred that exists as of the Closing; and

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delivery by Emergencia to HPX of a certificate signed by an officer of Emergencia, dated as of the First Effective Time, certifying that certain conditions have been fulfilled.

Tax Considerations of the Business Combination

As discussed more fully in “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders,” Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion that the First Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. In accordance with such opinion, subject to the limitations and qualifications therein, U.S. Holders of HPX Class A Ordinary Shares should generally not recognize gain or loss for U.S. federal income tax purposes on the First Merger. Nevertheless, because there is no authority directly addressing the treatment for U.S. federal income tax purposes of the particular facts of the First Merger, that treatment is not entirely clear, and it is possible that U.S. Holders of HPX Securities could be required to recognize gain for U.S. federal income tax purposes as a result of the First Merger. See the section titled “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders.”

Certain Agreements Related to the Business Combination (Page 252)

Voting and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Ambipar and HPX have entered into a voting and support agreement (the “Voting and Support Agreement”), pursuant to which Ambipar agreed, among other things, (i) prior to the termination of the Voting and Support Agreement, to approve and consent to the Mergers, the adoption of the transactions and such other actions as contemplated in the Business Combination Agreement for which the approval of Ambipar is required and (ii) to certain transfer restrictions on its equity interests in Emergencia, New PubCo and Merger Sub for the period until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, subject to certain limited exceptions.

Ambipar Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Ambipar has entered into a share subscription agreement (the “Ambipar Subscription Agreement”), pursuant to which Ambipar has committed (the “Ambipar PIPE Financing”) to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share. Ambipar may pay the $50.5 million subscription price in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to an agreement, dated as of July 5, 2022, between Ambipar and Emergencia (the “Ambipar Intercompany Loan Agreement”). Pursuant to the Investor Rights Agreement, New PubCo has also granted Ambipar certain customary registration rights in connection with the Ambipar PIPE Financing.

Opportunity Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Opportunity Agro Fund has entered into a share subscription agreement (the “Opportunity Subscription Agreement”) pursuant to which Opportunity Agro Fund has committed (the “Opportunity PIPE Financing”) to subscribe for and purchase New PubCo Class A Ordinary Shares. New PubCo has also granted Opportunity Agro Fund certain customary registration rights in connection with the Opportunity PIPE Financing, including “piggy-back” registration rights to include their New PubCo Class A Ordinary Shares in other registration statements filed by New PubCo subsequent to the Closing.

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Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

PIPE Subscription Agreements

In addition to the Opportunity Subscription Agreement, concurrently with the execution and delivery of the Business Combination Agreement, certain investors entered into certain other subscription agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for and purchase an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000. New PubCo has also granted the PIPE Investors certain customary registration rights in connection with the PIPE Financing. In consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue to such PIPE Investors, on or promptly following Closing, (i) an aggregate of 2,567,500 New PubCo Warrants (2,280,000 of which will be issued to Opportunity Agro Fund) and (ii) an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares (1,810,000 of which will be issued to Opportunity Agro Fund). These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively.

Non-Redemption Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, and as an inducement to HPX’s, Ambipar’s and Emergencia’s willingness to enter into the Business Combination Agreement, certain shareholders of HPX, owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares (the “Non-Redeeming Shareholders”) have entered into certain non-redemption agreements with HPX and New PubCo (as amended from time to time, the “Non-Redemption Agreements”), under which, among other things, such Non-Redeeming Shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and (ii) 150,000 New PubCo Warrants, in each case to be issued by New PubCo to such Non-Redeeming Shareholders at or promptly following the Closing, to vote in favor of any Extension and the transactions contemplated in the Business Combination Agreement for which the approval of such HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such HPX shareholders hold of record or beneficially. Emergencia and Sponsor are named third-party beneficiaries under the Non-Redemption Agreements.

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PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement for aggregate gross proceeds of $3,000,000. The parties agreed to amend and restate such Non-Redemption Agreement as well as to enter into the Cygnus Subscription Agreement at the request of Cygnus Fund Icon in order to provide Cygnus Fund Icon with the option to make its investment in New PubCo either through the non-redemption of its HPX Class A Ordinary Shares or through a subscription of New PubCo Class A Ordinary Shares on terms and conditions substantially consistent with the other PIPE Investors. If Cygnus Fund Icon elects option (ii) above, in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Subscription Agreement, New PubCo has agreed to issue to Cygnus Fund Icon, on or promptly following Closing, (i) 75,000 New PubCo Warrants and (ii)13,200 additional New PubCo Class A Ordinary Shares.These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Cygnus Fund Icon to $9.58 per share. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Cygnus Fund Icon further to $9.49 per share. For all purposes, this proxy statement/prospectus assumes that Cygnus Fund Icon is a Non-Redeeming Shareholder and not a PIPE Investor. For the avoidance of doubt, whether Cygnus Fund Icon chooses to be bound by the Cygnus Non-Redemption Agreement or by the Cygnus Subscription Agreement, (x) at Closing, Cygnus Fund Icon will be issued 300,000 New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants plus (y) in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Non-Redemption Agreement or the Cygnus Subscription Agreements, as the case may be, New PubCo has agreed to issue to Cygnus Fund Icon, at or promptly following the Closing, an additional 13,200 New PubCo Class A Ordinary Shares and 75,000 New PubCo Warrants, to be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others.

XP Non-Redemption Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, and as an inducement to HPX’s, Ambipar’s and Emergencia’s willingness to enter into the Business Combination Agreement, Trend HPX SPAC FIA IE (the “XP Non-Redeeming Shareholder”) has entered into a non-redemption agreement with HPX and New PubCo (the “XP Non-Redemption Agreement”), pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrant, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any

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of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, HPX, New PubCo, Emergencia, the Sponsor and the Insiders have entered into the Sponsor Letter Agreement pursuant to which the parties thereto have agreed (i) to amend and restate in its entirety the sponsor letter agreement dated as of July 15, 2020 by and among HPX, the Sponsor and the other parties thereto, (ii) that the Sponsor and Insiders will not redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX is required to consummate its business combination, (iii) that the Sponsor and Insiders will be present for the relevant meeting and vote all of their Founder Shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which HPX must complete its business combination, (iv) that, prior to the Closing, the Sponsor and Insiders will not transfer any Founder Shares or HPX Private Placement Warrants except as permitted thereby, and (v) to give effect to the Sponsor Recapitalization (as detailed below), such that, immediately prior to the First Effective Time, there shall cease to be outstanding any HPX Class B Ordinary Shares. In addition, conditioned upon the consummation of the Mergers, the Sponsor and Insiders waived certain anti-dilution provisions contained in the Existing Governing Documents.

The Sponsor, the Insiders and HPX have agreed that, immediately prior to consummation of the First Merger (but subject to the prior satisfaction or waiver of all conditions to the consummation of the transactions set forth in the Business Combination Agreement), the Sponsor and the Insiders will contribute, transfer, assign, convey and deliver to HPX, and HPX will acquire and accept from the Sponsor and Insiders, all of their right, title and interest in, to and under each of their 6,305,000 outstanding HPX Class B Ordinary Shares (6,245,000 of which are held by the Sponsor) and each of the 7,060,000 HPX Private Placement Warrants (all such HPX Private Placement Warrants are held by the Sponsor), and in exchange therefore, HPX will issue (x) to the Sponsor 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) and 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens, and (y) to each Insider a number of HPX Class A Ordinary Shares equal to the number of Founder Shares held by such Insider as of the date of the Sponsor Letter Agreement, each free and clear of liens (the “Sponsor Recapitalization”). Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. For more information, please see the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination.”

Contribution Agreement

On July 5, 2022, Ambipar and Merger Sub entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, prior to the First Effective Time (and conditioned upon the Closing), Ambipar agreed to, among other things, contribute to Merger Sub all of the issued and outstanding equity of Emergencia for newly issued Merger Sub Ordinary Shares and, after giving effect to the Pre-Closing Exchange, Emergencia will become a wholly-owned subsidiary of Merger Sub.

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Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, New PubCo, the Sponsor, Ambipar, Opportunity Agro Fund and certain other shareholders of HPX have entered into an investor rights agreement, pursuant to which that certain Registration Rights Agreement will be amended and restated in its entirety, as of the Closing. As a result, certain holders of registrable securities will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations so long as such demand includes a number of registrable securities with a total offering price in excess of $75,000,000, net of all underwriting discounts and commissions. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New PubCo shall not be required to conduct more than an aggregate total of eight underwritten offerings or an aggregate of four underwritten offerings in any 12-month period. In addition, certain holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing. New PubCo has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective no later than the earlier of 60 days of the Closing if the SEC notifies New PubCo that it will not review the registration statement or 90 days if the SEC notifies New PubCo that it will review the registration statement.

In addition, pursuant to the Investor Rights Agreement, signatories thereof agreed to certain transfer restrictions on their respective equity interests in New PubCo, in the case of certain directors of HPX, for a period of one year following the Closing Date, and, in the case of Ambipar and the Sponsor, for a period of three years following the Closing Date, in each case, subject to the following exceptions of permitted transfers (i) in the case of a transfer to a permitted transferee, if such New PubCo shareholder provides written notice to New PubCo or (ii) (A) if such New PubCo shareholder is an individual, by virtue of laws of descent and distribution upon death of the individual, (B) if such New PubCo shareholder is an individual, pursuant to a qualified domestic relations order, (C) pursuant to any liquidation, merger, share exchange or similar transaction (other than the Mergers) which results in all of New PubCo’s shareholders having the right to exchange their New PubCo Ordinary Shares or other equity securities of New PubCo for cash, securities or other property; provided that in connection with any transfer of such securities pursuant to clause (ii) above, (x) such New PubCo shareholder shall, and shall cause any such transferee of his, her or its Lock-Up Securities (as defined in the Investor Rights Agreement), to enter into a written agreement, in form and substance reasonably satisfactory to New PubCo, agreeing to be bound by the Lock-up Agreement prior and as a condition to the occurrence of such transfer, and (y) that such transferee shall have no rights under the Investor Rights Agreement, unless they are a permitted transferee according to the terms of the Investor Rights Agreement, in which case, as a condition to such transfer, the transferee shall be required to become a party to the Investor Rights Agreement.

Furthermore, pursuant to the Investor Rights Agreement, the board of directors of New PubCo will establish an advisory executive committee comprised of up to four members to advise the board of directors of New PubCo, of which (i) one member will be designated by Opportunity Agro Fund, for as long as Opportunity Agro Fund is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; (ii) one member will be designated by the Sponsor, for as long as the Sponsor is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; and (iii) two members will be designated by Ambipar, for as long as Ambipar is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member.

Cost Sharing Agreement

Prior to the First Effective Time, Ambipar, Emergencia and certain of its subsidiaries will enter into a cost sharing agreement (the “Cost Sharing Agreement”), to be effective as of Closing, pursuant to which Ambipar will agree to provide certain shared support services to Emergencia and certain of its subsidiaries under and pursuant to the terms and conditions set forth therein.

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Downside Protection Agreements

In connection with the Subscription Agreements, the Cygnus Subscription Agreement (as the case may be), the Non-Redemption Agreements and the XP Non-Redemption Agreement, the PIPE Investors, the Non-Redeeming Shareholders, the XP Non-Redeeming Shareholder (collectively, the “DPA Beneficiaries”), New PubCo, Ambipar and the Sponsor entered into certain downside protection agreements (as amended from time to time, the “Downside Protection Agreements”), pursuant to which the DPA Beneficiaries are provided with certain downside protection rights. Subject to the terms and conditions of the Downside Protection Agreements, the DPA Beneficiaries may receive, on a pro rata basis, an aggregate of up to 1,050,000 New PubCo Class A Ordinary Shares from the Sponsor or may sell a certain number of their respective New PubCo Class A Ordinary Shares to Ambipar, the Sponsor or to a third party in a block trade, in each case to occur no earlier than 30 months following the Closing, as detailed below:

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If the return generated by the block trade is below the DPA Guaranteed Return, the Sponsor is required to transfer, from the DPA Pro Rata Downside Protection Shares (as defined below) available to the relevant DPA Beneficiary, such number of shares in order for such DPA Beneficiary’s return to be equal to or as close as possible to the relevant DPA Guaranteed Return.

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Ownership of New PubCo Upon Completion of the Business Combination

As of the date of this proxy statement/prospectus (without giving effect to the Sponsor Recapitalization), there are (i) 2,176,544 HPX Class A Ordinary Shares outstanding and (ii) 6,305,000 HPX Class B Ordinary Shares outstanding (6,245,000 of which are held by the Sponsor and 60,000 of which are collectively held by certain of our independent directors). As of the date of this proxy statement/prospectus (without giving effect to the Sponsor Recapitalization), there are 7,060,000 HPX Private Placement Warrants outstanding (all of which are currently held by the Sponsor) and 12,650,000 HPX Public Warrants outstanding. Each whole HPX Warrant entitles the holder thereof to purchase one HPX Class A Ordinary Share. Therefore, as of the date of this proxy statement/prospectus: (i) after giving effect to the exercise of all of the HPX Warrants, but without giving effect to the Sponsor Recapitalization and the Business Combination, and assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination other than the redemptions of public shares in connection with the Initial Extension and the Second Extension, HPX’s fully diluted share capital would be 28,191,544 HPX Ordinary Shares and (ii) after giving effect to the exercise of all of the HPX Warrants and the Sponsor Recapitalization, but without giving effect to the Business Combination, and assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination other than the redemptions of public shares in connection with the Initial Extension and the Second Extension, HPX’s fully diluted share capital would be 22,163,544 HPX Ordinary Shares (without considering the 20,000 HPX Restricted Stock Units held by Rafael Grisolia). Prior to consummation of the First Merger, the Sponsor and the Insiders will effectuate the Sponsor Recapitalization, as a result of which, (i) all 6,245,000 HPX Class B Ordinary Shares held by the Sponsor will be exchanged for and converted into 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), (ii) all 7,060,000 HPX Private Placement Warrants held by Sponsor will be exchanged for 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), and (iii) 60,000 HPX Class B Ordinary Shares held by the Insiders (20,000 held by each) will be exchanged for and converted into an equal number of HPX Class A Ordinary Shares.

HPX cannot predict how many of its public shareholders will exercise their right to have their HPX Class A Ordinary Shares redeemed for cash. As a result, HPX has elected to provide the unaudited pro forma condensed combined financial information under three different redemption scenarios of HPX shares for cash, each of which produce different allocations of total New PubCo equity to be held by holders of HPX Ordinary Shares following the consummation of the Business Combination. The following table illustrates varying estimated ownership levels in New PubCo immediately following the consummation of the Business Combination, based on the three levels of redemptions by HPX public shareholders and the following additional assumptions:

Share Ownership in New PubCo(1)(2)

Minimum Redemptions(3)

Intermediate Redemptions(4)

Maximum Redemptions(5)

Percentage
of total
Outstanding
Shares
(Class A
Ordinary
Shares and
Class B
Ordinary
Shares)

Percentage
of total
Voting
Power
(Class A
Ordinary
Shares and
Class B
Ordinary
Shares)

Percentage
of total
Outstanding
Shares
(Class A
Ordinary
Shares and
Class B
Ordinary
Shares)

Percentage
of total
Voting Power
(Class A
Ordinary
Shares and
Class B
Ordinary
Shares)

Percentage
of total
Outstanding
Shares
(Class A
Ordinary
Shares and
Class B
Ordinary
Shares)

Percentage
of total
Voting Power
(Class A
Ordinary
Shares and
Class B
Ordinary
Shares)

HPX shareholders (other than
the Sponsor and its affiliates
(consisting of the Insiders
and Rafael Grisolia))(6)

3.9%

0.5%

2.5%

0.3%

1.1%

0.2%

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	Share Ownership in New PubCo(1)(2)
	Minimum Redemptions(3)				Intermediate Redemptions(4)				Maximum Redemptions(5)
	Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)		Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(7)(8)(9)		3.4%		0.5%		3.5%		0.5%		3.5%		0.5%
PIPE Investors(6)		22.9%		3.2%		23.2%		3.2%		23.6%		3.2%
Ambipar(10)		69.8%		95.8%		70.8%		96.0%		71.8%		96.2%

(1)

(2)

Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(3)

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements , and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

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to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(6)

(7)

(8)

(9)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(10)

To the extent that any of the outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination, the percentage of New PubCo’s outstanding voting shares held by the current HPX shareholders will decrease relative to the percentage held if none of the HPX Class A Ordinary Shares are redeemed.

In addition to the changes in percentage ownership described above, variations in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination which would not otherwise be present in an underwritten public offering. Without limiting the generality of the assumptions described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” the ownership percentages described above do not take into account the dilutive effects of (i) New PubCo Warrants exercise price of $11.50 per share, (ii) the Earn-Out Shares to be issued to Ambipar upon the achievement of certain price targets described in the Business Combination Agreement, and (iii) HPX Warrants to purchase up to 1,500,000 HPX Class A Ordinary Shares if the Sponsor makes a Working Capital Loan prior to the Closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date). The exercise, issuance or vesting of any of these shares could have a substantial dilutive effect on those HPX shareholders who do not elect to redeem their HPX Class A Ordinary Shares. Increasing levels of redemptions will increase the dilutive effects of these issuances on non-redeeming HPX shareholders.

The following table shows the dilutive effects on the ownership percentages described above and the effect on the per share value of New PubCo Ordinary Shares as a result of exercise, issuance or vesting of these main dilutive effects under the three different redemption scenarios of HPX Class A Ordinary Shares:

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	Share Ownership in New PubCo(1)
	Minimum Redemptions(2)				Intermediate Redemptions(3)				Maximum Redemptions(4)
Base Case Scenario	Shares		%		Shares		%		Shares		%
Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination		56,745,534		66.4%		55,957,262		66.1%		55,168,990		65.8%
New PubCo Warrants(5)		16,180,000		18.9%		16,180,000		19.1%		16,180,000		19.3%
Earn-Out Shares(6)		11,000,000		12.9%		11,000,000		13.0%		11,000,000		13.1%
Working Capital Warrants(7)		1,500,000		1.8%		1,500,000		1.8%		1,500,000		1.8%
Total		85,425,534		100.0%		84,637,262		100.0%		83,848,990		100.0%

(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding.

(2)

(3)

(4)

(5)

Assuming the exercise of 16,180,000 New PubCo Warrants (comprised of 3,530,000 New PubCo Private Placement Warrants and 12,650,000 New PubCo Public Warrants) outstanding at an exercise price of $11.50 per share. Also assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(6)

Assuming the issuance of all 11,000,000 New PubCo Class B Ordinary Shares to be issued upon the achievement of certain price targets described in the Business Combination Agreement.

(7)

Assuming the issuance and exercise of HPX Warrants to purchase up to 1,500,000 HPX Class A Ordinary Shares if the Sponsor makes a Working Capital Loan prior to the Closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date).

The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

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The following table shows the dilutive effects on the ownership percentages described above as a result of the exercise of the New PubCo Warrants under the three different redemption scenarios of HPX Class A Ordinary Shares:

	Share Ownership in New PubCo(1)
	Minimum Redemptions(2)				Intermediate Redemptions(3)				Maximum Redemptions(4)
	Shares		%		Shares		%		Shares		%
Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination		56,745,534		n.a.		55,957,262		n.a.		55,168,990		n.a.
New PubCo Warrants(5)		16,180,000		n.a.		16,180,000		n.a.		16,180,000		n.a.
HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(5)(6)		15,002,944		20.6%		14,214,672		19.7%		13,426,400		18.8%
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(5)(7)		2,752,500		3.8%		2,752,500		3.8%		2,752,500		3.9%
PIPE Investors(5)(6)		15,578,100		21.4%		15,578,100		21.6%		15,578,100		21.8%
Ambipar		39,591,990		54.3%		39,591,990		54.9%		39,591,990		55.5%
Total New PubCo Ordinary Shares Outstanding After the Exercise of New PubCo Warrants		72,925,534		100.0%		72,137,262		100.0%		71,348,990		100.0%

(1)

Percentages may not add to 100% due to rounding.

(2)

(3)

(4)

(5)

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additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(6)

(7)

The following table shows the dilutive effects on the ownership percentages described above as a result of the issuance of all Earn-Out Shares under the three different redemption scenarios of HPX Class A Ordinary Shares:

	Share Ownership in New PubCo(1)
	Minimum Redemptions(2)				Intermediate Redemptions(3)				Maximum Redemptions(4)
	Shares		%		Shares		%		Shares		%
Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination		56,745,534		n.a.		55,957,262		n.a.		55,168,990		n.a.
Earn-Out Shares(5)		11,000,000		n.a.		11,000,000		n.a.		11,000,000		n.a.
HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)		2,202,944		3.3%		1,414,672		2.1%		626,400		0.9%
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(7)		1,940,000		2.9%		1,940,000		2.9%		1,940,000		2.9%
PIPE Investors(6)		13,010,600		19.2%		13,010,600		19.4%		13,010,600		19.7%
Ambipar(5)		50,591,990		74.7%		50,591,990		75.6%		50,591,990		76.5%
Total New PubCo Ordinary Shares Outstanding After the Issuance of Earn-Out Shares		67,745,534		100.0%		66,957,262		100.0%		66,168,990		100.0%

(1)

Percentages may not add to 100% due to rounding.

(2)

(3)

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension

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and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(5)

Assuming the issuance of all 11,000,000 New PubCo Class B Ordinary Shares to be issued upon the achievement of certain price targets described in the Business Combination Agreement.

(6)

(7)

The following table shows the dilutive effects on the ownership percentages described above as a result of the issuance and exercise of HPX Warrants to purchase up to 1,500,000 HPX Class A Ordinary Shares if the Sponsor makes a Working Capital Loan prior to the Closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date) under the three different redemption scenarios of HPX Class A Ordinary Shares:

	Share Ownership in New PubCo(1)
	Minimum Redemptions(2)				Intermediate Redemptions(3)				Maximum Redemptions(4)
	Shares		%		Shares		%		Shares		%
Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination		56,745,534		n.a.		55,957,262		n.a.		55,168,990		n.a.
Working Capital Warrants(5)		1,500,000		n.a.		1,500,000		n.a.		1,500,000		n.a.
HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)		2,202,944		3.8%		1,414,672		2.5%		626,400		1.1%
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(5)(7)		3,440,000		5.9%		3,440,000		6.0%		3,440,000		6.1%
PIPE Investors(6)		13,010,600		22.3%		13,010,600		22.6%		13,010,600		23.0%
Ambipar		39,591,990		68.0%		39,591,990		68.9%		39,591,990		69.9%
Total New PubCo Ordinary Shares Outstanding After the Exercise of Working Capital Warrants		58,245,534		100.0%		57,457,262		100.0%		56,668,990		100.0%

	ABOUT THIS PROXY STATEMENT/PROSPECTUS					1
	CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS					1
	FREQUENTLY USED TERMS					1
	FINANCIAL STATEMENT PRESENTATION					13
	IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES					15
	EXCHANGE RATE PRESENTATION					17
	INDUSTRY AND MARKET DATA					18
	TRADEMARKS, TRADE NAMES AND SERVICE MARKS					19
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS; MARKET AND OTHER INDUSTRY DATA					20
	QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION					23
	SUMMARY OF THE PROXY STATEMENT/PROSPECTUS					49
	SELECTED HISTORICAL FINANCIAL DATA OF EMERGENCIA					93
	SELECTED HISTORICAL FINANCIAL DATA OF HPX					100
	UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF HPX AND EMERGENCIA					102
	RISK FACTORS					105
	THE EXTRAORDINARY GENERAL MEETING OF HPX SHAREHOLDERS					185
	PROPOSALS TO BE CONSIDERED BY HPX’S SHAREHOLDERS					196
	BUSINESS COMBINATION PROPOSAL					196
	THE BUSINESS COMBINATION AGREEMENT					232
	CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION					252
	MERGER PROPOSALS					258
	MERGER PROPOSAL 2A — APPROVAL OF THE FIRST PLAN OF MERGER					259
	MERGER PROPOSAL 2B — APPROVAL OF THE SECOND PLAN OF MERGER					261
	GOVERNING DOCUMENTS PROPOSALS					263
	GOVERNING DOCUMENTS PROPOSAL 3A — APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED SHARE CAPITAL, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS					266
	GOVERNING DOCUMENTS PROPOSAL 3B — APPROVAL OF METHOD TO APPOINT AND ELECT DIRECTORS					268
	GOVERNING DOCUMENTS PROPOSAL 3C — APPROVAL OF OTHER CHANGES IN CONNECTION WITH THE ADOPTION OF THE PROPOSED GOVERNING DOCUMENTS					270
	ADJOURNMENT PROPOSAL					272
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					273
	U.S. FEDERAL INCOME TAX CONSIDERATIONS					304
	CAYMAN ISLANDS TAX CONSIDERATIONS					313
	BUSINESS OF HPX					314
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HPX					330
	BUSINESS OF EMERGENCIA					337

	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EMERGENCIA					363
	CERTAIN HPX RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					382
	CERTAIN EMERGENCIA RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					388
	NEW PUBCO MANAGEMENT FOLLOWING THE BUSINESS COMBINATION					390
	EXECUTIVE COMPENSATION					397
	DESCRIPTION OF NEW PUBCO SHARE CAPITAL					398
	COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS					412
	DESCRIPTION OF NEW PUBCO WARRANTS					422
	PRICE RANGE OF SECURITIES AND DIVIDENDS					429
	SHARES ELIGIBLE FOR FUTURE SALE					430
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					433
	ANNUAL MEETINGS OF SHAREHOLDERS; SEC PROXY RULES					438
	ADDITIONAL INFORMATION					439
	WHERE YOU CAN FIND MORE INFORMATION					442
	INDEX OF FINANCIAL STATEMENTS					F-1

	ANNEX A BUSINESS COMBINATION AGREEMENT
	ANNEX B FIRST PLAN OF MERGER
	ANNEX C SECOND PLAN OF MERGER
	ANNEX D PROPOSED GOVERNING DOCUMENTS
	ANNEX E SPONSOR LETTER AGREEMENT
	ANNEX F VOTING AND SUPPORT AGREEMENT
	ANNEX G AMBIPAR SUBSCRIPTION AGREEMENT
	ANNEX H OPPORTUNITY SUBSCRIPTION AGREEMENT
	ANNEX I FORM OF SUBSCRIPTION AGREEMENT
	ANNEX J FORM OF NON-REDEMPTION AGREEMENT
	ANNEX K XP NON-REDEMPTION AGREEMENT
	ANNEX L CONTRIBUTION AGREEMENT
	ANNEX M INVESTOR RIGHTS AGREEMENT
	ANNEX N COST SHARING AGREEMENT
	ANNEX O MAIN DOWNSIDE PROTECTION AGREEMENT
	ANNEX P XP DOWNSIDE PROTECTION AGREEMENT
	ANNEX Q CONSTELLATION DOWNSIDE PROTECTION AGREEMENT
	ANNEX R FORM OF TRADEMARK LICENSING AGREEMENT
	ANNEX S CYGNUS NON-REDEMPTION AGREEMENT
	ANNEX T CYGNUS SUBSCRIPTION AGREEMENT
	ANNEX U FORM OF PROXY CARD FOR THE EXTRAORDINARY GENERAL MEETING